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

or

 

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             

 

 

ImmunoPrecise Antibodies Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

British Columbia  

8731

  N/A

(Province or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

3204 - 4464 Markham Street

Victoria, British Columbia V8Z 7X8

(250) 483-0308

(Address and telephone number of Registrant’s principal executive offices)

ImmunoPrecise Antibodies (USA), Ltd.

4837 Amber Valley Parkway Suite 11

Fargo, ND 58104

(701) 353-0022

(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   IPA   The Nasdaq Stock Market LLC

Securities 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 each 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

 

 


EXPLANATORY NOTE

ImmunoPrecise Antibodies Ltd. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “could”, “likely”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” on page 14 of the Annual Information Form for the year ended April 30, 2020, attached as Exhibit 99.40 to this Registration Statement and incorporated herein by reference, and under the heading “Risks and Uncertainties” on page 21 of the Registrant’s Management’s Discussion & Analysis for the year ended April 30, 2020, attached as Exhibit 99.83 to this Registration Statement and incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant has historically prepared its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this Registration Statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.


PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.91, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the experts named in the foregoing Exhibits as Exhibit 99.91, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended April 30, 2020, attached hereto as Exhibit 99.40.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no 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.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on April 30, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was U.S.$1.00 = Cdn$1.3943. The exchange rate of Canadian dollars into United States dollars, on September 15, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was US$1.00 = Cdn$1.3176.

CONTRACTUAL OBLIGATIONS

The following table summarizes the contractual obligations of the Registrant as of April 30, 2020:

 

     Payments due by period (in Cdn$)  
Contractual Obligations    Total      Less than 1
year
     1-3 years      3-5 years      More than 5
years
 

Accounts payable and Accrued Liabilities

     1,766,058        1,766,058        —          —          —    

Loans Payable

     312,139        121,833        190,306        —          —    

Deferred Acquisition Payments (1)

     2,052,626        1,546,088        506,538        —          —    

Leases

     2,082,978        849,255        1,233,723        —          —    

Debentures

     2,000,000        2,000,000        —          —          —    

Total

     8,213,801        6,283,234        1,930,567        —          —    

 

(1)

Cdn$1,016,112 aggregate payments not included in this table are to be settled with issuance of shares.

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, https://www.immunoprecise.com/, 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 or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.


EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit No.

  

Description

99.1    News Release dated May 30, 2019
99.2    News Release dated June 26, 2019
99.3    News Release dated July 15, 2019
99.4    News Release dated August 1, 2019
99.5    Consolidated Financial Statements of ImmunoPrecise Antibodies Ltd. for the year ended April 30, 2019 and 2018
99.6    Management Certification of Form 13-501F1 dated August 28, 2019
99.7    Certification of Annual Filings by CFO dated August 28, 2019
99.8    Certification of Annual Filings by CEO dated August 28, 2019
99.9    Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for year ended April 30, 2019
99.10    News Release dated August 28, 2019
99.11    Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. dated August 29, 2019
99.12    News Release dated September 23, 2019
99.13    News Release dated September 24, 2019
99.14    Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated July 31, 2019 and 2018
99.15    Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for three months ended July 31, 2019
99.16    Certification of Interim Filings by CFO dated September 30, 2019
99.17    Certification of Interim Filings by CEO dated September 30, 2019
99.18    News Release dated September 30, 2019
99.19    Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. amended dated September 30, 2019
99.20    News Release dated October 1, 2019
99.21    News Release dated October 3, 2019
99.22    News Release dated October 18, 2019
99.23    Voting Instruction Form for Annual General Meeting to be held on November 22, 2019
99.24    Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. dated October 22, 2019
99.25    Notice of Meeting and Management Information Circular dated October 22, 2019
99.26    Form of Proxy for Annual General Meeting of ImmunoPrecise Antibodies Ltd. to be held on November 22, 2019
99.27    Shareholder Rights Plan Agreement between ImmunoPrecise Antibodies Ltd. and Computershare Trust Company dated October 17, 2019
99.28    News Release dated November 5, 2019
99.29    News Release dated December 2, 2019
99.30    Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for six months ended October 31, 2019
99.31    Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated October 31, 2019 and 2018
99.32    Certification of Interim Filings by CFO dated December 17, 2019
99.33    Certification of Interim Filings by CEO dated December 17, 2019


99.34    News Release dated December 17, 2019
99.35    News Release dated January 6, 2020
99.36    News Release dated January 9, 2020
99.37    News Release dated January 20, 2020
99.38    Certification of Annual Filings by CFO dated February 14, 2020
99.39    Certification of Annual Filings by CEO dated February 14, 2020
99.40    Annual Information Form of ImmunoPrecise Antibodies Ltd. for the year ended April 30, 2020 dated February 14, 2020
99.41    Form NI 44-101 Notice of intent to qualify dated February 19, 2020
99.42    News Release dated February 20, 2020
99.43    News Release dated March 2, 2020
99.44    News Release dated March 6, 2020
99.45    Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for the three and nine month period ended January 31, 2020 and 2019
99.46    Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated January 31, 2020 and 2019
99.47    Certification of Interim Filings by CFO dated March 10, 2020
99.48    Certification of Interim Filings by CEO dated March 10, 2020
99.49    News Release dated March 10, 2020
99.50    News Release dated March 12, 2020
99.51    News Release dated March 30, 2020
99.52    News Release dated March 31, 2020
99.53    News Release dated April 2, 2020
99.54    Material Change Report of ImmunoPrecise Antibodies Ltd. dated March 30, 2020
99.55    Material Change Report of ImmunoPrecise Antibodies Ltd. dated March 31, 2020
99.56    News Release dated April 14, 2020
99.57    News Release dated April 15, 2020
99.58    News Release dated April 17, 2020
99.59    News Release dated April 24, 2020
99.60    Material Change Report of ImmunoPrecise Antibodies Ltd. dated April 24, 2020
99.61    News Release dated May 6, 2020
99.62    News Release dated May 8, 2020
99.63    Share Purchase Agreement, dated March 15, 2018, by and among ImmunoPrecise Antibodies Ltd., ImmunoPrecise Netherlands B.V., Modiquest Research B.V., Immulease B.V., Immusys B.V.
99.64    Share Exchange Agreement for U-Protein Express B.V., dated August 10, 2017, by and among ImmunoPrecise Antibodies Ltd., U-Protein Express B.V., and the sellers and principals signatory thereto
99.65    News Release dated May 15, 2020
99.66    News Release dated May 15, 2020
99.67    Material Change Report of ImmunoPrecise Antibodies Ltd. dated May 15, 2020
99.68    Amendment, Termination, and Settlement Agreement dated March 14, 2019 between ImmunoPrecise Antibodies Ltd., ImmunoPrecise Netherlands B.V., Immusys B.V., Modiquest Research, Immulease B.V., and Mr Jozef Maria Raats
99.69    Form 45-106F1 Report of Exempt Distribution dated May 25, 2020


99.70    News Release dated May 27, 2020
99.71    News Release dated June 4, 2020
99.72    News Release dated June 11, 2020
99.73    News Release dated June 22, 2020
99.74    News Release dated June 29, 2020
99.75    Material Change Report of ImmunoPrecise Antibodies Ltd. dated June 29, 2020
99.76    News Release dated July 13, 2020
99.77    News Release dated July 20, 2020
99.78    News Release dated July 28, 2020
99.79    News Release dated July 31, 2020
99.80    News Release dated August 13, 2020
99.81    Consolidated Financial Statements of ImmunoPrecise Antibodies Ltd. for the years ended April 30, 2020 and 2019
99.82    Management Certification of Form 13-501F1 dated August 28, 2020
99.83    Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for year ended April 30, 2020
99.84    Certification of Annual Filings by CFO dated August 28, 2020
99.85    Certification of Annual Filings by CEO dated August 28, 2020
99.86    News Release dated August 31, 2020
99.87    News Release dated September 1, 2020
99.88    News Release dated September 8, 2020
99.89    News Release dated September 9, 2020
99.90    News Release dated September 10, 2020
99.91    Consent of Crowe MacKay LLP dated September 16, 2020


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, thereunto duly authorized.

 

IMMUNOPRECISE ANTIBODIES LTD.
By:  

/s/ Jennifer Bath

Name: Jennifer Bath
Title: Chief Executive Officer

Date: September 16, 2020

Exhibit 99.1

 

LOGO

ImmunoPrecise Antibodies Announces an Unprecedented Onboarding of Pharma and Biotech Clients Using IPA’s Proprietary High-Throughput B-Cell Select and DeepDisplay

The Diversified Offerings of 9 Transgenic Animal Strains Platforms supports Solid Growth in Drug Discovery Services

VICTORIA, May 30, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC PINK: IPATF) announces that its proprietary, high-throughput B-cell and phage display platforms have garnered a lot of attention as of late, and for a good reason. These species-independent platforms allow for high-throughput and more efficient antibody discovery than traditional hybridoma-based counterparts and are readily adapted for use with fully-human transgenic animals, compounding the benefits for the Company’s clients.

In recent weeks and months, IPA has been engaged by several large pharmaceutical companies to conduct work using transgenic animals from Ligand Pharmaceutics (distributors of OmniRat, OmniMouse, OmniFlic, and OmniChicken), Ablexis (distributors of AlivaMab®), Harbour BioMed (distributors of Harbour Mice®, an undisclosed transgenic knock-out animal, Alloy Therapeutics (Distributors of Alloy Mice®) and Trianni (distributors of Trianni Mice®).

IPA announced today that B-cell and phage display programs have launched in seven of the above nine platforms, and three of these programs are being trialed by a single client in two different discovery platforms simultaneously.

“This unprecedented growth in the demand and use of alternative transgenic species and strains is a client solicitation that IPA has been anticipating, and is fully prepared to respond to,” stated Dr. Jennifer Bath, President and CEO of IPA. “The requests have been well distributed across our locations worldwide and continue to engage all three of our global, antibody manufacturing sites.” It is widely believed that fully human antibodies manufactured through transgenic animal use will witness a continually growing demand, and Dr. Bath confirms this, furthering the belief that the Company’s unique ability to handle the variety of transgenic species, at a global, high-capacity, uniquely positions the Company at the forefront of this industry trend.

Extension of Warrant Expiry Dates

The Company also announces that it will apply to the TSX Venture Exchange to extend the expiry date of 875,000 share purchase warrants issued in a private placement financing on June 18, 2019 (see news release dated June 19, 2018). The share purchase warrants are exercisable at a price of $1.00 per share and the expiry date is being extended from June 18, 2019 to June 18, 2020. The extension of the expiry date is subject to the acceptance of the TSX Venture Exchange.

About ImmunoPrecise Antibodies Ltd.

IPA is a full-service, therapeutic antibody discovery company focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

IPA operates from state-of-the-art laboratory facilities located at the Vancouver Island Technology Park in Victoria, British Columbia, in collaboration with its wholly-owned subsidiary operations at


U-Protein Express B.V., in the Life Science Incubator, Utrecht, and ModiQuest Research, Oss, both in the Netherlands. The Company operates globally to offer antibody services from target analysis to pre-clinical studies.

The services offered to clients include antibody discovery against a broad spectrum of antigens, including challenging targets. Amongst these services, the Company offers hybridoma production, B-cell services, and a variety of phage display platforms. The Company also provides a broad range of supporting services including immunologically-based assays, recombinant protein manufacturing, humanization, optimization, stable cell line development, and advanced solutions to challenges faced by clients in antibody-related research and development. The antibodies produced by IPA target a wide variety of therapeutic, diagnostic and research applications.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by IPA in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to IPA’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause IPA’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in IPA’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, IPA undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/May2019/30/c3394.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438- 863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:30e 30-MAY-19

Exhibit 99.2

 

LOGO

ImmunoPrecise Guarantees Success for Customers of Their Well-Established B cell Select Antibody Discovery Platform

VICTORIA, June 26, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC PINK: IPATF), the industry leader in the discovery of novel, therapeutic monoclonal antibodies, announces that from this point forward it will guarantee the success of campaigns powered by its proprietary B cell Select Antibody Discovery platform.

Pioneering innovative antibody discovery, ImmunoPrecise harnesses its species agnostic platform, driven by scientific experts with over a decade of experience in single B cell services, to leverage its already industry-wide, unprecedented success rates.

B cell technologies is a space where IPA has spent years differentiating itself from competitors. The Company understands the importance to ensure clients can readily ascertain who has the depth of experience and proven success to partner with pharma, without jeopardizing outcomes.

It can be to the detriment of pharmaceutical partners and patients when therapeutic programs are continually repeated due to low success rates, oftentimes a result of contract organizations’ lack of experience in modern technologies, which can take years to master, or their use of outdated platforms.

“We believe that backing our expertise with a success guarantee, in a royalty-free service offering, aligns our B Cell Select platform with the goals of our clients worldwide”, stated IPA President and CEO, Dr. Jennifer Bath. “Ultimately, our optimized platform, exhibiting a minimum 94% success rate, along with our success guarantee, decreases turnaround time, attenuates risk, and reduces the overall cost for our clients in getting antibody therapeutics to the clinic. We are both humbled and honored to be servicing this niche.”

For more information about ImmunoPrecise’s proprietary B cell Select ☐ platform visit https://www.immunoprecise.com/services/b-cell-select/

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery company focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise operates from state-of-the-art laboratory facilities located in Victoria, British Columbia, in collaboration with its wholly-owned subsidiary operations at ImmunoPrecise Antibodies Europe (formerly ModiQuest Research), in Oss, and U-Protein Express, in Utrecht, both in the Netherlands. The Company operates globally to offer a continuum of superior antibody services, from target analysis to pre-clinical studies.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking


statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/June2019/26/c7762.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:15e 26-JUN-19

Exhibit 99.3

 

LOGO

ImmunoPrecise Antibodies Announces Immuno-oncology Discovery Collaboration with Entos Pharmaceuticals

VICTORIA, July 15, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC PINK: IPATF), an industry leader in the discovery of novel, therapeutic monoclonal antibodies, announces that it has entered into a new antibody discovery collaboration with Entos Pharmaceuticals Inc., to develop a therapeutic candidate against an undisclosed, immuno-oncology target, by leveraging ImmunoPrecise’s proprietary B cell Select platform.

ImmunoPrecise’s well-established B cell Select platform is capable of screening tens of millions of cells, to identify a greater diversity of antibodies, with very little manipulation. This proprietary platform is species and tissue independent, allowing for the generation of antibodies from samples not possible using other methods. The B cell Select platform takes advantage of the diversity of the animal’s immune repertoire, and allows for screening of any protein class, complex therapeutic targets, post-translational modifications, and small molecules.

“Our B cell Select platform has a proven track record of discovering large panels of high-affinity antibodies against a broad range of antibody targets, including difficult membrane proteins. Our North American B cell laboratory boasts over one decade of experience with a 94% success rate. This is, in part, why we are very confident in these collaborations, and continue to field requests from such reputable groups,” said Dr. Jennifer Bath, IPA President and CEO. “We are pleased that Entos Pharmaceuticals Inc., a global leader in next generation nucleic acid-based therapies, considers us to be a trusted partner in antibody discovery.”

“The team at Entos is committed to developing breakthrough medicines to address pressing clinical unmet needs,” said Dr. John Lewis, CEO of Entos. “We have been extremely impressed with IPA’s B cell Select platform, which provides an ideal approach to develop therapeutic candidates.”

Andy Nixon stepping down from ImmunoPrecise’s Board.

The Company also announces that board director Andy Nixon has stepped down from his duties due to an arisen conflict of interest.

ImmunoPrecise’s Chair, James Kuo, stated they “regretfully” accepted Andy’s resignation “We will miss Andy’s contribution on the ImmunoPrecise board. He is a highly qualified Director and we wish him every success in the future”, Kuo said.

Erratum

In May 30th news Release Extension of Warrant Expiry Dates, the actual placement date should’ve read June 18, 2018.

“The Company also announces that it will apply to the TSX Venture Exchange to extend the expiry date of 875,000 share purchase warrants issued in a private placement financing on June 18, 2018 (see news release dated June 19, 2018). The share purchase warrants are exercisable at a price of $1.00 per share and the expiry date is being extended from June 18, 2019 to June 18, 2020. The extension of the expiry date is subject to the acceptance of the TSX Venture Exchange.”


About Entos Pharmaceuticals

Entos Pharmaceuticals is focused on the development of next generation nucleic acid-based therapies using their proprietary Fusogenix drug delivery system. Fusogenix uses a novel mechanism of action to deliver molecules, intact and unmodified, directly into the cytosol of target cells. The technology is applicable to a wide range of therapeutic types including gene therapy, mRNA, miRNA, RNAi and CRISPR.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery company focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise operates from state-of-the-art laboratory facilities located in Victoria, British Columbia and Oss, the Netherlands, in collaboration with it’s wholly owned subsidiary U-Protein Express B.V., in Utrecht, the Netherlands. The Company operates globally to offer a continuum of superior antibody services, from target analysis to pre-clinical studies.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/July2019/15/c3293.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:30e 15-JUL-19

Exhibit 99.4

 

LOGO

ImmunoPrecise’s Wholly Owned Talem Therapeutics Announces the Creation of its Scientific Committee

VICTORIA, Aug. 1, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB PINK: IPATF) announces the launch of its High Value Target Scientific Committee which will strengthen the scientific oversight and methodological practice within Talem. The Committee consists of a selection of internationally recognized visionary scientists and experts from a broad range of disciplines. Their task is to assist in the planning of Talem’s partnerships, in particular, they are charged with overseeing the development of the scientific pipeline including reviewing and selecting potential targets for discovery, evaluating partnerships with Biotech and Pharma companies, and ensuring scientific rigor and best practices are adhered to.

The composition of the committee, and supporting processes, reflects a management-staff collaboration that ensures experience and agreement on a common direction that will lead to a high level of commitment and partnerships. The strategic plan will span three years, from 2019–2022, with the aim of developing a robust pipeline and established partnerships. Talem management, Dr. Jennifer Bath, will work closely with newly elected Chairwoman, Dr. Ilse Roodink.

Initial electees to the committee include Dr. Ilse Roodink (IPA Europe), Dr. Zalan Szabo (U-Protein Express, an IPA Company), Dr. Andra Li (IPA Canada), and Dr. Jennifer Bath (Talem, IPA Ltd). Future nominations are to be expected as Talem continues to grow it’s IP Estate.

About Talem Therapeutics

Talem Therapeutics (www.talemtherapeutics.com) is an international biopharmaceutical company focused on the discovery and development of new antibodies originating from IPA’s innovative and proprietary technologies and Structure-Based Drug Design platform capabilities. Talem will focus on a broad pipeline of partnered and in-house drug candidates in multiple therapeutic areas including, but not limited to, neurology, immuno-oncology, gastroenterology, inflammation, and rare/specialty diseases.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery company focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise operates from state-of-the-art laboratory facilities located in Victoria, British Columbia, in collaboration with its wholly-owned subsidiary operations at ImmunoPrecise Antibodies Europe (formerly ModiQuest Research), in Oss, and U-Protein Express, in Utrecht, both in the Netherlands. The Company operates globally to offer a continuum of superior antibody services, from target analysis to pre-clinical studies.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking


statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/August2019/01/c9196.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 01-AUG-19

Exhibit 99.5

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2019 AND 2018

(Expressed in Canadian Dollars)


LOGO   

Crowe MacKay LLP

 

1100 - 1177 West Hastings St.

Vancouver, BC V6E 4T5

Main +1 (604) 687-4511

Fax    +1 (604) 687-5805

 

www.crowemackay.ca

Independent Auditor’s Report

To the Shareholders of ImmunoPrecise Antibodies Ltd.

Opinion

We have audited the consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Group”), which comprise the consolidated statements of financial position as at April 30, 2019 and April 30, 2018 and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at April 30, 2019 and April 30, 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises:

 

 

Management’s Discussion and Analysis

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.


Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the 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.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

- 2 -


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Keith L. Gagnon.

“Crowe MacKay LLP”

Chartered Professional Accountants

Vancouver, Canada

August 28, 2019

 

- 3 -


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

 

 

     Note      April 30,
2019

$
    April 30,
2018

$
 

ASSETS

       

Current assets

       

Cash

        5,471,650       1,806,133  

Amounts receivable

        1,558,354       1,660,468  

Inventory

        2,120,814       412,690  

Unbilled revenue

        393,451       560,770  

Prepaid expenses

        333,702       342,636  
     

 

 

   

 

 

 
        9,877,971       4,782,697  

Restricted cash

        67,450       —    

Investment

     8        90,404       90,404  

Equipment and leasehold improvements

     9        1,638,549       1,581,369  

Intangible assets

     6, 7, 10        8,417,231       4,042,483  

Goodwill

     6, 7        8,254,114       4,892,157  

Unallocated purchase price

     7        —         9,186,330  
     

 

 

   

 

 

 

Total assets

        28,345,719       24,575,440  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and accrued liabilities

     15        1,594,062       2,034,156  

Taxes payable

        27,268       —    

Deferred revenue

        724,693       317,539  

Debentures

     11        2,708,334       —    

Loans payable

     12        82,953       187,814  

Leases

     13        35,757       7,474  

Deferred acquisition payments

     6, 7        2,031,237       1,737,337  
     

 

 

   

 

 

 
        7,204,304       4,284,320  

Debentures

     11        —         3,489,397  

Loans payable

     12        28,717       102,631  

Leases

     13        71,320       38,984  

Deferred acquisition payments

     6, 7        1,032,744       3,074,822  

Deferred income tax liability

     21        1,939,559       882,336  
     

 

 

   

 

 

 
        10,276,644       11,872,490  
     

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

       

Share capital

     14        32,699,425       20,455,112  

Contributed surplus

     14        3,074,192       1,707,738  

Accumulated other comprehensive (loss) income

        (228,060     277,090  

Deficit

        (17,476,482     (9,736,990
     

 

 

   

 

 

 
        18,069,075       12,702,950  
     

 

 

   

 

 

 

Total liabilities and equity

        28,345,719       24,575,440  
     

 

 

   

 

 

 

Nature of operations (Note 1)    

Commitments (Note 18)    

Approved and authorized on behalf of the Board of Directors on August 27, 2019    

 

        “James Kuo”        Director               “Greg Smith”        Director   

 

The accompanying notes are an integral part of these consolidated financial statements

 

5


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

     Note    2019
$
    2018
$
 

REVENUE

        10,926,268       5,441,349  

COST OF SALES

        5,631,634       2,990,323  
     

 

 

   

 

 

 

GROSS PROFIT

        5,294,634       2,451,026  
     

 

 

   

 

 

 

EXPENSES

       

Advertising

        819,250       134,680  

Amortization and depreciation

   9, 10      1,875,907       233,534  

Bad debt

        1,837       16,454  

Consulting fees

   15      452,196       864,549  

Foreign exchange (gain) loss

        (117,506     101,543  

Insurance

        185,099       39,845  

Interest and bank charges

        413,590       50,591  

Management fees

   15      650,574       429,184  

Office and general

        716,601       563,996  

Professional fees

   15      985,557       1,030,178  

Rent

        324,396       65,093  

Repairs and maintenance

        38,803       22,985  

Research and development

        485,845       509,248  

Salaries and benefits

   15      3,503,259       1,852,322  

Share-based payments

   14, 15      1,114,112       1,221,511  

Telephone and utilities

        47,775       26,395  

Travel

        320,293       218,125  
     

 

 

   

 

 

 
        11,817,588       7,380,233  
     

 

 

   

 

 

 

Loss before other income (expense) and income taxes

        (6,522,954     (4,929,207
     

 

 

   

 

 

 

OTHER INCOME (EXPENSE)

       

Accretion

   6, 7, 11      (904,925     (205,185

Interest and other income

        30,085       73,004  

Loss on settlement

   11, 14      (214,885     —    
     

 

 

   

 

 

 
        (1,089,725     (132,181
     

 

 

   

 

 

 

Loss before income taxes

        (7,612,679     (5,061,388

Income taxes

   21      (4,788     (109,715
     

 

 

   

 

 

 

NET LOSS FOR THE YEAR

        (7,617,467     (5,171,103

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

       

Exchange difference on translating foreign operations

        (505,150     277,090  
     

 

 

   

 

 

 

COMPREHENSIVE LOSS FOR THE YEAR

        (8,122,617     (4,894,013
     

 

 

   

 

 

 

LOSS PER SHARE – BASIC AND DILUTED

        (0.12     (0.11
     

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

        62,710,530       45,532,568  
     

 

 

   

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

6


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian dollars, except for share figures)

 

 

     Number of
Shares
     Share
Capital

$
    Contributed
Surplus

$
    Accumulated
Other
Comprehensive
(Loss) Income

$
    Deficit
$
    Total
$
 

Balance, April 30, 2017

     38,578,522        7,459,909       198,032       —         (4,565,887     3,092,054  

Shares issued pursuant to private placements

     5,250,000        5,250,000       —         —         —         5,250,000  

Cash issue costs and finders’ fees

     281,100        (29,669     —         —         —         (29,669

Shares issued pursuant to acquisition of U-Protein (Note 6)

     3,030,503        3,022,308       —         —         —         3,022,308  

Shares issued pursuant to acquisition of IPA Europe and Immulease (Note 7)

     6,600,399        3,909,250       —         —         —         3,909,250  

Warrants attached to Debentures offering

     —          —         214,872       —         —         214,872  

Finder’s shares and finder’s warrants issued pursuant to Debentures offering

     580,320        383,010       187,627       —         —         570,637  

Shares issued pursuant to warrant exercise

     650,000        195,000       —         —         —         195,000  

Shares issued pursuant to option exercise

     503,334        265,304       (114,304     —         —         151,000  

Share-based payments

     —          —         1,221,511       —         —         1,221,511  

Comprehensive loss for the year

     —          —         —         277,090       (5,171,103     (4,894,013
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2018

     55,474,178        20,455,112       1,707,738       277,090       (9,736,990     12,702,950  

Adoption of IFRS 15 (Note 4)

     —          —         —         —         (122,025     (122,025
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, May 1, 2018

     55,474,178        20,455,112       1,707,738       277,090       (9,859,015     12,580,925  

Shares issued pursuant to private placements

     9,977,500        9,802,500       —         —         —         9,802,500  

Cash issue costs and finders’ fees

     182,460        (288,504     —         —         —         (288,504

Adjustment to value of shares issued pursuant to acquisition of IPA Europe and Immulease

     —          975,045       —         —         —         975,045  

Shares issued pursuant to settlement of Debentures

     1,377,000        1,115,370       283,000       —         —         1,398,370  

Shares issued pursuant to Crossbeta settlement

     78,514        61,241       —         —         —         61,241  

Shares issued pursuant to deferred acquisition payment to IPA Europe

     714,793        507,503       —         —         —         507,503  

Shares issued pursuant to option exercise

     135,000        71,158       (30,658     —         —         40,500  

Share-based payments

     —          —         1,114,112       —         —         1,114,112  

Comprehensive loss for the year

     —          —         —         (505,150     (7,617,467     (8,122,617
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,476,482     18,069,075  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

7


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

     2019
$
    2018
$
 

Operating activities:

    

Net loss for the period

     (7,617,467     (5,171,103

Items not affecting cash:

    

Amortization and depreciation

     2,263,284       458,079  

Deferred income taxes

     (578,969     63,389  

Accretion and accrued interest

     922,575       205,185  

Foreign exchange

     (105,656     —    

Loss on settlement

     214,885       —    

Share-based payments

     1,114,112       1,221,511  
  

 

 

   

 

 

 
     (3,787,236     (3,222,938

Changes in non-cash working capital related to operations:

    

Amounts receivable

     102,114       (284,952

Inventory

     289,524       (27,944

Unbilled revenue

     167,319       (320,974

Investment tax credits recoverable

     —         61,151  

Prepaid expenses

     8,934       (225,828

Accounts payable and accrued liabilities

     (421,673     482,990  

Taxes payable

     27,268    

Deferred revenue

     407,154       122,174  
  

 

 

   

 

 

 

Net cash used in operating activities

     (3,206,596     (3,416,322
  

 

 

   

 

 

 

Investing activities:

    

Purchase of equipment

     (645,058     (345,487

Net cash paid to acquire U-Protein

     —         (3,265,331

Net cash paid to acquire IPA Europe

     —         (3,561,423

Deferred acquisition payment

     (1,556,754     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,201,812     (7,172,241
  

 

 

   

 

 

 

Financing activities:

    

Proceeds on share issuance

     9,843,000       5,596,000  

Share issuance costs

     (288,504     (29,669

Repayment of leases

     (23,912     —    

Net proceeds from debentures

     —         4,241,700  

Proceeds from loans

     200,000       —    

Loan repayments

     (378,775     (6,124
  

 

 

   

 

 

 

Net cash provided by financing activities

     9,351,809       9,801,907  
  

 

 

   

 

 

 

Increase (decrease) in cash during the year

     3,943,401       (772,312

Foreign exchange

     (210,434     14,344  

Cash – beginning of the year

     1,806,133       2,578,445  
  

 

 

   

 

 

 

Cash – end of the year

     5,539,100       1,806,133  
  

 

 

   

 

 

 

Cash paid for interest

     371,262       533  

Cash paid for income tax

     415,144       152,168  
  

 

 

   

 

 

 

Supplemental cash flow information (Note 20)

 

The accompanying notes are an integral part of these consolidated financial statements

 

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

1.

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $7,617,467 for the year ended April 30, 2019 and has accumulated a deficit of $17,476,482 as at April 30, 2019. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

 

2.

BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and include the significant accounting policies as described in Note 3.

These consolidated financial statements were approved by the Board of Directors for issue on August 27, 2019.

(b) Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

(c) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

Name of Subsidiary

   % Equity
Interest - 2019
    % Equity
Interest - 2018
    Country of
Incorporation

ImmunoPrecise Antibodies (Canada) Ltd. (formerly 0496106 B.C. Ltd.)

     100     100   Canada

ImmunoPrecise Antibodies (USA) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (N.D.) Ltd.

     100     0   USA

ImmunoPrecise Antibodies (MA) LLC

     100     0   USA

Talem Therapeutics LLC

     100     0   USA

U-Protein Express B.V. (“U-Protein”)

     100     100   Netherlands

ImmunoPrecise Netherlands B.V.

     100     100   Netherlands

ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)

     100     100   Netherlands

Immulease B.V. (“Immulease”)

     100     100   Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

3.

SIGNIFICANT ACCOUNTING POLICIES

Business combination

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, Financial Instruments: Recognition and Measurement or IAS 37, Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies:

Revenue from sale of antibodies 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.

Contract revenue:

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 when the key milestones contained within the contract are

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized on a completed contract basis when the customers are satisfied with the service at the end of the contract.

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

Cost of sales:

Cost of sales includes materials, direct labour, and allocation of overhead including depreciation of lab equipment.

Financial instruments

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. 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 FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Measurement

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

Government assistance

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year’s expenses when the related expenditures are incurred.

Inventory

Inventory consists of supplies, parts and antibodies and is valued at the lower of average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the following terms:

 

Asset

  

Basis

  

Term

Lab equipment    Straight line    5 years
Furniture and equipment    Straight line    5 years
Computer hardware    Straight line    2 years
Computer software    Straight line    1 year
Leasehold improvements    Straight line    Remaining term of the lease plus the first renewal option

During the year ended April 30, 2018, the Company changed its depreciation method and rates to better estimate the assets’ useful lives. This change has been applied prospectively.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

 

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognised.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment. Goodwill is reported at cost less any impairment.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal, is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in in profit or loss and are not reversed.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less selling costs or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

Income taxes

Income taxes are recognized in the statement of comprehensive income, except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment.

Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

Leases

Leases meeting certain criteria are accounted for as finance leases. The imputed interest is charged against operations. If the lease contains a term that allows ownership to pass to the Company, or there is a bargain purchase option, the capitalized value is amortized over the lesser of the lease term and its estimated useful life. All other leases are accounted for as operating leases and the leased assets are not recognized on the Company’s statement of financial position.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company’s common shares are classified as equity instruments.

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

 

4.

ADOPTION OF NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

(a) Adoption of New Accounting Standards

Financial instruments

On May 1, 2018, the Company adopted IFRS 9, Financial Instruments (“IFRS 9”), which replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”) and all previous versions of IFRS 9. The new standard provides guidance on the classification and measurement of financial assets and financial liabilities, de-recognition of financial instruments, impairment of financial assets and hedge accounting.

The adoption of IFRS 9 on May 1, 2018 resulted in changes in accounting policies; however there were no adjustments to the amounts recognized in these consolidated financial statements.

Classification and measurement of financial assets and financial liabilities

IFRS9 requires financial assets to be classified into three measurement categories on initial recognition: fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”), and amortized cost. Investments in equity instruments are required to be measured by default at FVTPL. IFRS 9 permits entities to elect into an irrevocable option for equity instruments to report changes in fair value in other comprehensive income. Classification and measurement of financial assets is dependent on the entity’s business model for managing the financial assets and related contractual cash flows. IFRS 9 retains most of the requirements of IAS 39 related to classification and measurement of financial liabilities.

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Impairment

IFRS 9 introduces a three stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements.

The Company’s financial assets at adoption date mainly comprised of cash, amounts receivable and investment. Cash and amounts receivable are classified and accounted for under IFRS 9 at amortized cost, and investment is classified and accounted for at FVTPL. Financial liabilities are mainly comprised of accounts payable and accrued liabilities, debentures, loans payable and deferred acquisition payments, which are accounted for at amortized cost. The Company completed a detailed assessment of its financial assets and liabilities as at May 1, 2018. The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

 

    

Original classification (measurement)

IAS 39

  

New classification and
measurement IFRS 9

Cash

   Loans and receivables (amortized cost)    Amortized cost

Amounts receivable

   Loans and receivables (amortized cost)    Amortized cost

Investment

   Available for sale (FVTOCI)    FVTPL

Accounts payable and accrued liabilities

   Other financial liabilities (amortized cost)    Amortized cost

Debentures

   Other financial liabilities (amortized cost)    Amortized cost

Loans payable

   Other financial liabilities (amortized cost)    Amortized cost

Deferred acquisition payments

   Other financial liabilities (amortized cost)    Amortized cost

Revenue recognition

IFRS 15, Revenue from Contracts with Customers (“IFRS 15’) establishes a comprehensive framework for revenue recognition. The standard replaces IAS 18, Revenue and IAS 11, Construction Contracts 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 May 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 May 1, 2018. The Company applied IFRS 15 using the practical expedient under which the Company elected to apply IFRS 15 retrospectively only to contracts that were not completed at the date of initial application. The impact was determined to be an increase of $122,025 to the opening deficit balance on May 1, 2018 and an increase of $207,667 to revenue and an increase of $85,642 to cost of sales in the current year.

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies

Revenue from sale of antibodies 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.

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

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.

Contract revenue

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. Under IFRS 15, the Company has determined that revenue should be recognized on a percentage of completion basis when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized on a completed contract basis when the customers are satisfied with the service at the end of the contract. The Company has determined that the percentage of completion as the time expended as a proportion of total time expected at the end of the reporting period is an appropriate measure of progress towards the completion of these performance obligations under IFRS 15. Previously, revenue was recognized as the performance obligations were satisfied regardless of whether there was an enforceable right to payment if a contract was terminated.

Unbilled revenue and deferred revenue

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

(b) Accounting Standards Issued But Not Yet Effective

The following revised standards are effective for the annual periods noted with earlier application permitted. The Company also has not early adopted any amendment, standard or interpretation that has been issued but is not yet effective.

Leases

In January 2016, the IASB issued IFRS 16, Leases, which supersedes IAS 17, Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases. The standard establishes a single model for lessees to bring leases on-balance sheet while lessor accounting remains largely unchanged and retains the finance and operating lease distinctions. The standard is applicable to the Company effective May 1, 2019.

Upon adoption of IFRS 16, the Company will record a right-of-use asset, with an associated lease liability, on the consolidated statement of financial position as at May 1, 2019. The right-of-use asset and liability will be unwound over the term of the lease giving rise to an interest expense and depreciation charge, respectively. Currently the Company’s operating leases relate to the rental of office and lab spaces (Note 18 –Commitments). The right-of-use asset capitalized is expected to be $1,396,513 and the liability recorded is expected to be $1,442,954.

 

5.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

 

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

 

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

6.

ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company has acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

 

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.3% was used. The changes in the value of the deferred payments during the years ended April 30, 2019 and 2018 are as follows:

 

     $  

Balance, April 30, 2017

     —    

Amount at date of acquisition

     2,134,410  

Accretion expense

     157,491  

Foreign exchange

     116,304  
  

 

 

 

Balance, April 30, 2018

     2,408,205  

Accretion expense

     244,915  

Payment

     (1,049,754

Foreign exchange

     (40,670
  

 

 

 

Balance, April 30, 2019

     1,562,696  
  

 

 

 

 

7.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments will be made in three equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 10.1% was used. The changes in the value of the deferred payments during the years ended April 30, 2019 and 2018 are as follows:

 

     $  

Balance, April 30, 2017

     —    

Amount at date of acquisition as determined on a preliminary basis

     2,409,307  

Accretion expense

     14,488  

Foreign exchange

     (19,841
  

 

 

 

Balance, April 30, 2018

     2,403,954  

Change in estimate of fair value

     (34,258

Accretion expense

     232,418  

Payment

     (1,014,503

Foreign exchange

     (86,326
  

 

 

 

Balance, April 30, 2019

     1,501,285  
  

 

 

 

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

 

22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

8.

INVESTMENT

Investment consists of a 29% (2018 – 37%) interest in QVQ Holding B.V. (“QVQ”), which is recorded at cost, being the best approximation of the investment’s fair value.

Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

9.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

     Computer
Hardware
     Furniture &
Equipment
     Computer
Software
    Leasehold
Improvements
     Lab
Equipment
    Total  
     $      $      $     $      $     $  

Cost:

               

Balance, April 30, 2017

     66,712        80,337        6,754       287,586        940,406       1,381,795  

Acquired on acquisitions of

               

U-Protein and IPA Europe

     —          —          —         —          1,603,504       1,603,504  

Additions

     27,101        18,190        5,619       105,835        227,726       384,471  

Foreign exchange

     —          —          —         —          15,469       15,469  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance, April 30, 2018

     93,813        98,527        12,373       393,421        2,787,105       3,385,239  

Acquired on acquisition of

               

IPA Europe

     —          —          30,974       —          —         30,974  

Additions

     17,184        12,538        87,821       —          612,046       729,589  

Foreign exchange

     —          —          (1,153     —          (30,141     (31,294
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     110,997        111,065        130,015       393,421        3,369,010       4,114,508  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Accumulated Depreciation:

               

Balance, April 30, 2017

     59,420        67,423        6,754       42,438        561,182       737,217  

Acquired on acquisition of

               

U-Protein and IPA Europe

     —          —          —         —          819,122       819,122  

Depreciation

     11,463        2,795        1,545       59,614        164,176       239,593  

Foreign exchange

     —          —          —         —          7,938       7,938  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance, April 30, 2018

     70,883        70,218        8,299       102,052        1,552,418       1,803,870  

Depreciation

     17,252        15,418        40,533       103,764        500,194       677,161  

Foreign exchange

     —          —          (43     —          (5,029     (5,072
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     88,135        85,636        48,789       205,816        2,047,583       2,475,959  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net Book Value:

               

April 30, 2018

     22,930        28,309        4,074       291,369        1,234,687       1,581,369  

April 30, 2019

     22,862        25,429        81,226       187,605        1,321,427       1,638,549  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

10.

INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisition of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes and certifications have a useful life of 5 years. The changes in the value of the intangible assets during the years ended April 30, 2019 and 2018 are as follows:

 

     Intellectual
Property
     Proprietary
Processes
     Certifications      Total  
     $      $      $      $  

Cost:

           

Balance, April 30, 2017

     —          —          —          —    

Acquired on acquisition of U-Protein

     4,064,000        —          —          4,064,000  

Foreign exchange

     206,229        —          —          206,229  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, April 30, 2018

     4,270,229        —          —          4,270,229  

Acquired on acquisition of IPA Europe

     —          6,159,755        145,108        6,304,863  

Foreign exchange

     (125,004      (229,263      (5,401      (359,668
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     4,145,225        5,930,492        139,707        10,215,424  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated Amortization:

           

Balance, April 30, 2017

     —          —          —          —    

Amortization

     218,487        —          —          218,487  

Foreign exchange

     9,259        —          —          9,259  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, April 30, 2018

     227,746        —          —          227,746  

Amortization

     416,890        1,169,233        —          1,586,123  

Foreign exchange

     (9,035      (6,641      —          (15,676
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     635,601        1,162,592        —          1,798,193  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Book Value:

           

April 30, 2018

     4,042,483        —          —          4,042,483  

April 30, 2019

     3,509,624        4,767,900        139,707        8,417,231  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

11.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures are unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and are due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

During the year ended April 30, 2019, the Company recorded accretion expense of $427,592 (2018 – $33,206). The changes in the value of the Debentures during the years ended April 30, 2019 and 2018 are as follows:

 

     $  

Balance, April 30, 2017

     —    

Amount at date of issue

     4,003,125  

Transaction costs

     (546,934

Accretion expense

     33,206  
  

 

 

 

Balance, April 30, 2018

     3,489,397  

Accretion expense

     427,592  

Settlement of debentures

     (1,208,655
  

 

 

 

Balance, April 30, 2019

     2,708,334  
  

 

 

 

 

12.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan is secured by certain equipment, bears an interest rate of 4% per annum and is repayable in monthly installments of €2,250. The interest is owed per month in arrears. The principal outstanding at April 30, 2019 is €31,500 (CAD$47,423) (2018 – €58,500 (CAD$90,728)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at April 30, 2019 is €34,675 (CAD$52,203) (2018 – €54,775 (CAD$84,950)).

On April 5, 2018, the Company assumed loans payable of €74,000 (CAD$115,713) as a result of the acquisition of Immulease. On May 18, 2016, Immulease entered into a credit facility agreement pursuant to which the lender provides a facility amount of up to €200,000. The credit facility is unsecured, bears an interest rate of 3% per annum and is repayable on demand. The interest is owed per month in arrears. The principal outstanding at April 30, 2019 is €8,000 (CAD$12,044) (2018 – €74,000 (CAD$114,767)).

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

     $  

Balance, April 30, 2017

     —    

Loans payable assumed

     298,979  

Loan repayments and foreign exchange

     (8,534
  

 

 

 

Balance, April 30, 2018

     290,445  

Loan proceeds

     200,000  

Loan repayments and foreign exchange

     (378,775
  

 

 

 

Balance, April 30, 2019

     111,670  

Current portion

     (82,953
  

 

 

 

Non-current portion

     28,717  
  

 

 

 

 

13.

LEASES

The Company entered into certain equipment leases expiring between 2021 and 2023 with interest rates of between 13% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The terms and the outstanding balances as at April 30, 2019 and 2018 are as follows:

 

     April 30,
2019

$
     April 30,
2018

$
 

Equipment under finance lease repayable in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

     107,077        46,458  

Current portion

     (35,757      (7,474
  

 

 

    

 

 

 

Non-current portion

     71,320        38,984  
  

 

 

    

 

 

 

As at April 30, 2019, the Company’s equipment includes a net carrying amount of $104,014 (2018 – $48,762) for the leased equipment.

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease:

 

     $  

2020

     49,003  

2021

     49,003  

2022

     25,641  

2023

     7,923  
  

 

 

 

Total minimum lease payments

     131,570  

Less: imputed interest

     (24,493
  

 

 

 

Total present value of minimum lease payments

     107,077  

Less: Current portion

     (35,757
  

 

 

 

Non-current portion

     71,320  
  

 

 

 

 

26


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

14.

SHARE CAPITAL

a) Authorized:

Unlimited common shares without par value.

b) Share capital transactions:

2018 Transactions

On August 16, 2017, the Company completed a non-brokered private placement, issuing 5,250,000 common shares at $1.00 per share for gross proceeds of $5,250,000. The Company issued 281,100 common shares valued at $328,887 and paid a total of $24,000 as finders’ fees. The Company also incurred $5,669 of cash issue costs.

On August 22, 2017, the Company issued 3,030,503 common shares pursuant to the acquisition of U-Protein. The shares were valued at $3,022,308, which was the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement.

On March 1, 2018, the Company issued 650,000 common shares pursuant to exercise of warrants for gross proceeds of $195,000.

On April 5, 2018, the Company issued 6,600,399 common shares pursuant to the acquisition of IPA Europe and Immulease. The shares were valued at $4,884,295, which was estimated based on the fair value of $0.74 per share immediately prior to the completion of the acquisition.

On April 5, 2018, the Company issued 580,320 common shares of the Company and 415,942 finder’s warrants pursuant to the Debentures Offering (Note 11). The fair value of the 580,320 common shares issued ($383,010) was estimated using a fair value of $0.66 per share.

During the year ended April 30, 2018, the Company issued 503,334 common shares pursuant to exercise of stock options for total gross proceeds of $151,000. A value of $114,304 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.68.

2019 Transactions

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

 

27


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the current year.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit (Note 11). Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred payment to IPA Europe (Note 7). The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500. A value of $30,658 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.05.

c) Escrow

There are 3,255,890 common shares of the Company held in escrow as at April 30, 2019. Under the Escrow Agreement, the common shares held in escrow will be released from escrow as to 1,627,945 common shares on each of June 29, 2019 and December 29, 2019.

d) Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.

 

28


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

On September 18, 2017, the Company granted 2,140,000 stock options, exercisable at $1.01 per option, to officers and employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $1,614,486 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On January 3, 2018, the Company granted 1,250,000 stock options, exercisable at $0.65 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $606,907 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On February 8, 2018, the Company granted 700,000 stock options, exercisable at $0.47 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $245,751 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On September 24, 2018, the Company granted 95,000 stock options, exercisable at $0.95 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $67,402 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On November 7, 2018, the Company granted 300,000 stock options, exercisable at $0.82 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $184,658 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On December 31, 2018, the Company granted 1,250,000 stock options, exercisable at $1.00 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $625,485 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On January 11, 2019, the Company granted 415,000 stock options, exercisable at $1.00 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $228,801 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

Expected volatility was based on the historical volatility of similar companies.

 

29


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

During the year ended April 30, 2019 the Company has recorded $1,114,112 (2018 - $1,221,511) of share-based payments expense.

The changes in the stock options for the years ended April 30, 2019 and 2018 are as follows:

 

     Number of
options

#
     Weighted
average
exercise price
$
     Weighted
average life
remaining
(years)
 

Balance, April 30, 2017

     1,960,000        0.45        4.38  

Granted

     4,090,000        0.81        —    

Exercised

     (503,334      0.30        —    

Forfeited

     (675,000      1.04        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2018

     4,871,666        0.68        4.20  

Granted

     2,060,000        0.97        —    

Exercised

     (135,000      0.30        —    

Expired

     (200,000      1.24        —    

Forfeited

     (1,293,333      0.71        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     5,303,333        0.78        3.87  

Unvested

     (2,511,666      0.89        4.47  
  

 

 

    

 

 

    

 

 

 

Exercisable, April 30 2019

     2,791,667        0.67        3.28  
  

 

 

    

 

 

    

 

 

 

Details of the options outstanding as at April 30, 2019 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining life
(year)
     Options
outstanding
     Unvested      Vested  

December 20, 2021

     0.30        2.65        708,333        —          708,333  

September 18, 2022

     1.01        3.39        1,085,000        —          1,085,000  

January 3, 2023

     0.65        3.68        750,000        250,000        500,000  

February 7, 2023

     0.47        3.78        700,000        233,333        466,667  

September 24, 2023

     0.95        4.41        95,000        63,333        31,667  

November 7, 2023

     0.82        4.53        300,000        300,000        —    

December 31, 2023

     1.00        4.67        1,250,000        1,250,000        —    

January 11, 2024

     1.00        4.70        415,000        415,000        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     0.78        3.87        5,303,333        2,511,666        2,791,667  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

e) Warrants

The changes in the warrants for the years ended April 30, 2019 and 2018 are as follows:

 

     Number of
warrants

#
     Weighted average
exercise price

$
     Weighted average life
remaining (years)
 

Balance, April 30, 2017

     650,000        0.30        0.88  

Issued

     6,378,000        0.70        —    

Exercised

     (650,000      0.30        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2018

     6,378,000        0.70        3.93  

Issued

     11,354,500        1.23        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     17,732,500        1.04        1.90  
  

 

 

    

 

 

    

 

 

 

 

30


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Details of the warrants outstanding as at April 30, 2019 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining life
(year)
     Warrants
outstanding
 

March 26, 2022

     0.70        2.91        6,378,000  

June 18, 2019

     1.00        0.14        875,000 (1) 

September 24, 2020

     1.25        1.41        9,102,500  

October 25, 2020

     1.25        1.49        1,377,000  
  

 

 

    

 

 

    

 

 

 
     1.04        1.89        17,732,500  
  

 

 

    

 

 

    

 

 

 

 

  (1) 

Subsequent to April 30, 2019, the expiry date of these warrants has been extended to June 18, 2020.

f) Finder’s Warrants

As at April 30, 2019 the Company has 415,942 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

 

15.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Thomas D’Orazio, former President and CEO; Robert Beecroft, former Interim CEO; Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the years ended April 30, 2019 and 2018, the compensation for key management is as follows:

 

     2019
$
     2018
$
 

Consulting fees

     7,292        55,000  

Management fees

     394,126        131,614  

Professional fees

     59,263        58,569  

Salaries and other short-term benefits

     995,855        662,997  

Severance

     87,500        169,346  

Share-based payments

     770,928        474,824  
  

 

 

    

 

 

 
     2,314,964        1,552,350  
  

 

 

    

 

 

 

At April 30, 2019, included in accounts payable and accrued liabilities is $nil (2018 - $3,501) due to related parties.

During the years ended April 30, 2019, the spouse of a Director provided administrative services for $54,225 (2018 – $60,520).

 

16.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of credit facilities and shareholders’ equity.

 

31


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

 

17.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its cost was the best approximation of its fair value. As at April 30, 2019, the Company believes that the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, debentures, loans payable, and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

Concentration of risk:

Industry

The Company operates in the contract research organization sector and is affected by general economic trends. A decline in economic conditions, research spending or other adverse conditions could lead to reduced revenue.

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2019, all of the Company’s cash was held with tier one banks. The Company has evaluated amounts receivable and determined that there were no allowances for doubtful accounts at April 30, 2019 and 2018. During the year ended April 30, 2019 the Company incurred bad debt expense of $1,837 (2018 - $16,454).

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3423 at April 30, 2019, and the Euro and Canadian dollar, which was translated at 1.5055 at April 30, 2019. Fluctuations in the exchange rate could impact profitability.

 

32


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

At April 30, 2019, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

 

     Euros
(€)
     US Dollars
(US $)
 

Cash

     1,752,749        183,375  

Amounts receivable

     344,697        568,190  

Investment

     61,250        —    
  

 

 

    

 

 

 
     2,158,696        751,565  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

     (461,416      (83,624

Loans payable

     (74,175      —    

Deferred acquisition payments

     (3,063,981      —    
  

 

 

    

 

 

 
     (3,599,572      (83,624
  

 

 

    

 

 

 

Net

     (1,440,876      667,941  
  

 

 

    

 

 

 

For the year ended April 30, 2019, a 5% increase in foreign exchange rates by the Canadian dollar relative to the US dollar would have decreased net income (loss) by approximately $45,000.

For the year ended April 30, 2019, a 5% increase in foreign exchange rates by the Canadian dollar relative to the Euro would have decreased other comprehensive income (loss) by approximately $109,000.

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its debt obligations and to fund general and administrative costs.

Contractual cash flow requirements as at April 30, 2019 were as follows:

 

     < 1
year
$
     1 – 2
years
$
     2 – 5
years

$
     >5
years

$
     Total
$
 

Accounts payable and accrued liabilities

     1,594,062        —          —          —          1,594,062  

Taxes payable

     27,268        —          —          —          27,268  

Loan payable

     82,953        28,717        —          —          111,670  

Deferred acquisition payments

     1,529,403        1,529,404        —          —          3,058,807  

Leases

     49,003        49,003        33,564        —          131,570  

Minimum lease payments

     649,441        516,318        966,166        —          2,131,925  

Debentures

     2,875,000        —          —          —          2,875,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,807,130        2,123,442        999,730        —          9,930,302  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

33


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

18.

COMMITMENTS

During the year ended April 30, 2018, the Company extended its existing operation lease agreements for rental of office and laboratory space in Victoria, BC, Canada to include one additional office space and for an additional term of 5 years. The new lease agreement commenced May 1, 2018 and terminates on April 30, 2023. The new lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

      

2020

     88,415  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3 year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

 

19.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At April 30, 2019 and 2018, the Company has one reportable segment, being antibody production and related services.

During the years ended April 30, 2019, the Company had sales to nil (2018 - one) customer who in aggregate accounted for more than 10% (2018 – 10%) of revenue.

 

34


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

The Company’s revenues are allocated to geographic segments for the years ended April 30, 2019 and 2018 as follows:

 

     2019
$
     2018
$
 

United States of America

     3,849,814        2,356,111  

Canada

     859,445        351,741  

Europe

     5,796,501        2,733,497  

Other

     420,508        —    
  

 

 

    

 

 

 
     10,926,268      5,441,349  
  

 

 

    

 

 

 

The Company’s revenues are allocated according to revenue types for the years ended April 30, 2019 and 2018 as follows:

 

     2019
$
     2018
$
 

Project revenue

     10,497,257        5,200,733  

Product sales revenue

     204,503        20,680  

Cryo storage revenue

     224,508        219,936  
  

 

 

    

 

 

 
     10,926,268      5,441,349  
  

 

 

    

 

 

 

The Company’s non-current assets are allocated to geographic segments as at April 30, 2019 and 2018 as follows:

 

     2019
$
     2018
$
 

North America

     986,323        681,312  

Netherlands

     17,481,425        19,111,431  
  

 

 

    

 

 

 
     18,467,748      19,792,743  
  

 

 

    

 

 

 

Geographic segmentation of the Company’s (loss) income is as follows:

 

     2019
$
     2018
$
 

North America - Corporate

     (6,524,410      (3,656,705

North America

     (293,351      (1,955,000

Netherlands

     (799,706      440,602  
  

 

 

    

 

 

 
     (7,617,467)      (5,171,103)  
  

 

 

    

 

 

 

 

35


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Geographic segmentation of the interest and accretion, and amortization and depreciation is as follows:

 

Interest and accretion

   2019
$
     2018
$
 

North America - Corporate

     1,278,144        238,457  

North America

     31,565        15,888  

Netherlands

     8,806        1,431  
  

 

 

    

 

 

 
     1,318,515        255,776  
  

 

 

    

 

 

 

Amortization and depreciation

   2019
$
     2018
$
 

North America - Corporate

     28,385        —    

North America

     330,408        192,044  

Netherlands

     1,904,491        266,035  
  

 

 

    

 

 

 
     2,263,284        458,079  
  

 

 

    

 

 

 

 

20.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions:

   April 30,
2019
$
     April 30,
2018
$
 

Debt settlement by issuance of shares and warrants

     1,398,370        —    

Crossbeta settlement by issuance of shares

     61,241        —    

Acquisition of equipment by capital lease

     84,531        38,984  

Fair value of shares and warrants issued pursuant to debenture offering

     —          785,509  

Fair value of shares issued pursuant to acquisition of U-Protein

     —          3,022,308  

Fair value of shares issued pursuant to acquisition of IPA Europe

     975,045        3,909,250  

Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe

     507,503        —    

The following changes in liabilities arose from financing activities:

 

                   Non-cash changes         
     April 30,
2018

$
     Cash Flows
$
     Settlement
by issuance
of shares

$
     Acquisition
$
     Accretion
$
     Foreign
exchange
movements
and change
in estimates

$
     April 30,
2019

$
 

Deferred acquisition payments

     4,812,159        (1,556,754      (507,503      —          477,333        (161,254      3,063,981  

Debentures

     3,489,397        —          (1,208,655      —          427,592        —          2,708,334  

Loans payable

     290,445        (178,775      —          —          —          —          111,670  

Leases

     46,458        (23,912      —          84,531        —          —          107,077  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     8,638,459        (1,759,441      (1,716,158      84,531        904,925        (161,254      5,991,062  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

36


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

                   Non-cash changes         
     April 30,
2017

$
     Cash Flows
$
     Allocation of
transaction
costs and
bifurcation

$
     Acquisition
$
     Accretion
$
     Foreign
exchange
movements

$
     April 30,
2018

$
 

Deferred acquisition payments

     —          —          —          4,543,717        171,979        96,463        4,812,159  

Debentures

     —          4,241,700        (785,509      —          33,206        —          3,489,397  

Loans payable

     —          (6,124      —          298,979        —          (2,410      290,445  

Leases

     —          38,984        —          —          —          —          38,984  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —          4,274,560        (785,509      4,842,696        205,185        94,053        8,630,985  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

21.

INCOME TAXES

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2018 - 26%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

 

     2019
$
     2018
$
 

Earnings (loss) before income taxes

     (7,612,679      (5,061,388
  

 

 

    

 

 

 

Income taxes (recovery) on earnings before income taxes, at above basic rate

     (2,055,000      (1,391,000

Increase (decrease) in taxes resulting from:

     

Nondeductible expenses

     414,000        371,000  

Effects of tax rate change

     —          (131,000

Tax rate difference by jurisdiction

     12,000        (35,000

Tax benefits not recognized (recognized)

     1,634,000        1,296,000  
  

 

 

    

 

 

 

Income taxes (recovery)

     5,000        110,000  
  

 

 

    

 

 

 
     2019
$
     2018
$
 

Current income taxes

     476,000        164,000  

Deferred income taxes (recovery)

     (471,000      (54,000
  

 

 

    

 

 

 

Income taxes (recovery)

     5,000        110,000  
  

 

 

    

 

 

 

 

37


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2019 and 2018

(Expressed in Canadian Dollars)

 

 

Temporary differences give rise to the following deferred income tax assets and liabilities:

 

     2019
$
     2018
$
 

Non-capital losses carried forward (expire from 2026 to 2039)

     3,668,000        2,390,030  

Other tax pools

     1,896,000        1,279,000  

Capital losses carried forward

     129,000        104,000  

Equipment and leasehold improvements

     (19,000      88,000  

Inventory and intangible assets

     (1,940,000      —    

Financing costs

     175,000        231,000  

Less: unrecognized deferred income tax asset

     (5,849,000      (3,210,030
  

 

 

    

 

 

 

Deferred income tax liability

     (1,940,000      (882,000
  

 

 

    

 

 

 

 

22.

SUBSEQUENT EVENT

Subsequent to the year-end, the Company issued 55,000 common shares pursuant to the exercise of stock options for total gross proceeds of $16,500.

 

38

Exhibit 99.6

FORM 13-501F1

CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS –

PARTICIPATION FEE

MANAGEMENT CERTIFICATION

 

 
I, Lisa Helbling                    , 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.
   

“Lisa Helbling, Chief Financial Officer”

      

August 28, 2019

Name:        Date:

Title:

 

          

 

Reporting Issuer Name:

  

        ImmunoPrecise Antibodies Ltd.        

  

End date of previous financial year:

                           April 30, 2019                       

Type of Reporting Issuer:

  

[X ] Class 1 reporting issuer

  

[     ] Class 3B reporting issuer

Highest Trading Marketplace:

  

                TSX Venture Exchange                

  

Market value of listed or quoted equity securities:

 

Equity Symbol

     IPA  
  

 

 

 

1st Specified Trading Period (dd/mm/yy)

         01/05/18     to     31/07/18      
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       $              1.0800  
     

 

 

 
      (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                    56,459,178  
     

 

 

 
      (ii)           
Market value of class or series    (i) x (ii)    $             60,975,912.24  
     

 

 

 
      (A)           
2nd Specified Trading Period (dd/mm/yy)        01/08/18     to     31/10/18      
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       $             0.9300  
     

 

 

 
      (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                    67,121,138  
     

 

 

 
      (iv)           
   (iii) x (iv)    $             62,422,658.34  
     

 

 

 
Market value of class or series       (B)           
3rd Specified Trading Period (dd/mm/yy)        01/11/18     to     31/01/19      
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       $             0.7000  
     

 

 

 
      (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                    67,199,652  
     

 

 

 
      (vi)           
   (v) x (vi)    $             47,039,756.4  
     

 

 

 
Market value of class or series       (C)           


4th Specified Trading Period (dd/mm/yy)        01/02/19     to     30/04/19      
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       $             0.7800  
     

 

 

 
      (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                    67,939,445  
     

 

 

 
      (viii)           
   (vii) x (viii)    $             52,992,767.1  
     

 

 

 
Market value of class or series       (D)           
5th Specified Trading Period (dd/mm/yy)        Not applicable     to                              
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)           
   (ix) x (x)    $               
     

 

 

 
Market value of class or series       (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))       $             55,857,773.52  
     

 

 

 
      (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:      
(Provide details of how value was determined)       $               
     

 

 

 
      (2)           
Capitalization for the previous financial year    (1) + (2)    $             55,857,773.52  
     

 

 

 
Participation Fee       $             3,000.0000  
     

 

 

 
Late Fee, if applicable       $           
     

 

 

 
Total Fee Payable       $             3,000.0000  
     

 

 

 
(Participation Fee plus Late Fee)      

Exhibit 99.7

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, the Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, if any, 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 ImmunoPrecise Antibodies Ltd. (the “issuer”) for the financial year ended April 30, 2019.

 

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.

Date: August 28, 2019

“Lisa Helbling”

 

Lisa Helbling

Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

1

Exhibit 99.8

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, if any, 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 ImmunoPrecise Antibodies Ltd. (the “issuer”) for the financial year ended April 30, 2020.

 

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.

Date: August 28, 2020

“Jennifer Bath”

 

Jennifer Bath

Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

1

Exhibit 99.9

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of August 28th, 2019, should be read in conjunction with the audited, consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the year ended April 30, 2019. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced, consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and related IFRS Interpretations Committee (“IFRIC’s”) as issued by the International Accounting Standards Board (“IASB”). All financial amounts are stated in Canadian dollars unless stated otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983 and is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

CORPORATE

On August 20, 2018, the Company announced that Mr. Guy Champagne resigned from his position as a Director of the Company and thereupon joined the Company’s Advisory Board.

Henceforth, on November 21, 2018, the Company announced that Paul Andreola was appointed as a Director of the Company at its annual general meeting held in Vancouver, BC on November 20, 2018. Mr. Andreola has over 20 years of business development and financial markets experience including senior management,

 

Canada | Europe | United States

www.immunoprecise.com

 

1


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

marketing, and communications roles for early stage companies. Previously in his career, Mr. Andreola was a licensed investment advisor for over 10 years and has facilitated multiple early stage private and public companies in the resource and technology sectors. Mr. Andreola is currently the CEO and Director of NameSilo Technologies Corp. (CSE: URL) and Ironwood Capital Corp. (TSXV: IRN.P).

OVERVIEW

The Company has emerged as a recognized, full-service, biologics Contract Research Organization (CRO) with global operations. The Company is innovation-driven and is strategically positioned - both geographically and scientifically - to provide customized and end-to-end biologics services. They offer a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum.

The Company’s services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi-species antibody discovery; bi-specific, tri-specific, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past 12 months, the Company has gained increasing recognition as a rising leader in the biologics, CRO space. They have focused on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

This past year, the Company announced a full-service B cell facility in Victoria, British Columbia, offering B cell screening, sorting and sequencing on a broad range of therapeutically relevant protein families, including GPCRs and other multi-membrane spanning proteins. The Company’s proprietary B cell SelectTM platform enables antibody screening directly from B cells, allowing for the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. In July 2018, IPA Europe expanded the Company’s B cell technologies to the EU, increasing its global capacity, and further differentiating ImmunoPrecise from its competitors. Months later, the Company went on to announce that, due to the platform’s greater than 90% success rate, it now offers a guarantee on the success of campaigns powered by its proprietary B cell

Select Antibody Discovery platform.

U-Protein Express, situated in the Dutch biotechnology hub of Utrecht, The Netherlands, has been a staple in the recombinant protein community, operating for over 15 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with over a 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of the antibodies originating from the B cell SelectTM programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. Recently, this site announced the obtainment of an exclusive license from Stanford University for one-year of exclusively on the marketing and sale of the novel protein, Wnt surrogate Fc, to the global research market.

 

Canada | Europe | United States

www.immunoprecise.com

 

2


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

IPA Europe’s contribution in services and intellectual property to the Company after its acquisition have been substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Adding to their proprietary services, this year, IPA Europe developed and rolled-out the aforementioned, novel service offering for the discovery of fully human antibodies, DeepDisplayTM, a combination of transgenic animal immunization and custom phage display antibody selections. While CRO services are the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The Company has strategically invested in the development and licensing of antibody discovery platforms and related intellectual property assets. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites this year, including the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

Recently, the Company formed Talem Therapeutics (Talem), based in Cambridge, Massachusetts, to support its internal, therapeutic, discovery programs. Talem is structured to secure assets during their discovery and development stage and seek out strategic partnerships with clinical-stage pharma and biotech companies where it will aid in the out-licensing or sale of the therapeutics for clinical trials. The ability for investors to support individual assets or portfolios generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise’s shareholders dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.

The Company’s management placed a critical emphasis this past year on building, integrating and securing the business infrastructure to facilitate scalable, strategic growth, recognize cost synergies and reduce its carbon footprint. These activities included, but were not limited to, globalizing and standardizing core information technology (IT) infrastructure such as server and client operating systems, databases, security tools, computing platforms and cloud computing, communication tools and content management platforms, to protect both the Company’s, and its client’s, IP. This move allows for cost effective and quick reaction to market demands. The Company integrated IT services including the global service desk has decreased costs and risk while removing collaboration barriers including tools that allow for communicating in different languages. They have also begun to capture synergies after the global integration of sales, marketing, R&D, management, and legal services. They have prepared for the integration of fundamental business services such as payroll, financial controls, and an Oracle suite of enterprise software. They will continue to enhance these integrations, as well as create synergies in additional areas such as M&A communications and tax integration.

STRATEGY AND OUTLOOK

Our newly formed management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

 

Canada | Europe | United States

www.immunoprecise.com

 

3


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

Our objective is to aggressively expand our position as the preferred, global partner for researchers across the globe. Therefore, our strategy is to deliver the leading, comprehensive and integrated continuum of protein and antibody services and enable our clients and partners to bring new and enhanced therapies to the clinic faster, by offering a progression of services with excellence and continued innovation. We believe we possess a competitive advantage which allows us to execute this strategy, as we continue to focus on our integrated end-to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our clients through the process of discovery through lead candidates. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind. In addition to the aforementioned strengths, our global footprint and streamlined processes enable us to leverage our competitive advantages to mature as the global, preferred therapeutic antibody provider.

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, in July, 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without internal research and clinical capabilities1.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly good for those CROs that fulfill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented though relatively few of full scale and breadth of service”1.

The key players serving the monoclonal antibodies market are Pfizer, Inc., GlaxoSmithKline plc, Novartis AG, Merck & Co., Inc, Amgen, Inc., Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan N.V., Daiichi Sankyo Company, Ltd., Bayer AG, Bristol Myers Squibb Co., Johnson & Johnson Services, Inc., Biogen Inc., Thermo Fisher Scientific, Inc., Sanofi Genzyme, F. Hoffmann-La Roche Ltd., and Novo Nordisk A/S2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

Ongoing, growing investments in R&D are expected to continue to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, in particular, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector1.

 

1 

Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, July 3, 2019.

2 

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3 

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

4 

Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

5 

GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

 

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

Canada | Europe | United States

www.immunoprecise.com

 

4


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

 

3,030,503 common shares of the Company were issued on closing; and

 

 

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019.

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments will be made in three equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

 

Canada | Europe | United States

www.immunoprecise.com

 

5


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

IPA Europe is a privately held company based in Oss, The Netherlands, and specializes in the generation of monoclonal antibodies against difficult target antigens. IPA Europe applies proprietary technologies to all aspects of the antibody discovery process in research and development, diagnostic and therapeutic applications. Using its proprietary ModiFuse (hybridoma electrofusion), ModiSelect (B-cell selection) and ModiPhage (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. IPA Europe serves clients in Europe, the US, Asia and Russia.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

 

Canada | Europe | United States

www.immunoprecise.com

 

6


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

SELECTED ANNUAL INFORMATION

The following is a summary of certain selected financial information of the Company for the years ended April 30, 2019, 2018 and 2017.

 

     2019      2018      2017  
     $      $      $  

Revenue

     10,926,268        5,441,349        2,630,515  

Expenses

     (17,449,222      (10,370,556      (4,016,989

Net (loss) earnings

     (7,617,467      (5,171,103      (5,383,820

Total assets

     28,345,719        24,575,440        3,928,969  

Total liabilities

     (10,276,644      (11,872,490      (836,915

Dividends declared

     Nil        Nil        90,000  

Earnings (loss) per share

     (0.12      (0.11      (0.27

OVERALL PERFORMANCE

During the year ended April 30, 2019 the Company achieved growth in revenues to $10,926,268 from $5,441,349 in 2018. The increased revenue was due to the acquisitions of U-Protein and IPA Europe, the Company’s growth in higher revenue service offerings such as our B-cell services and transgenic animals, as well as new client onboarding.

The Company’s new laboratory in Victoria is now a fully operational antibody production facility that effectively doubles its revenue generating capacity. To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

To support management and the Board of Directors in exercising oversight, the Company is implementing information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the Company’s human resources by:

 

   

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

 

   

Leadership and operational alignment: The Company has made changes and updates job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

During the 2019 fiscal year, the goal of the organization was to grow sales revenue and expand our brand awareness. This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our

 

Canada | Europe | United States

www.immunoprecise.com

 

7


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

customers from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both development as well as through partnerships. To achieve the best results from its investments, the Company continued to add key scientific and management personnel to its team.

RESULTS OF OPERATIONS

During the year ended April 30, 2019, the Company increased revenues to $10,926,268 from $5,441,349 in 2018. This represents a 101% increase in revenue and stems from the acquisitions of U-Protein and IPA Europe, the Company’s ability to grow its core business and expand its market share in Europe, and an increase in projects for the B-cell lab.

During the year ended April 30, 2019, the Company increased its gross margin to $5,294,634 from $2,451,026 in 2018. In percentage terms, the Company’s gross margin increased to 48% from 45% in 2018. The higher gross margin in 2019 was mostly attributable to the fact that the Company focused on higher margin projects at its new B-cell lab and introduced additional efficiencies into its operations.

The Company recorded a net loss of $7,617,467 during the year ended April 30, 2019, compared to net loss of $5,171,103 for the year ended April 30, 2018. The net loss increased in 2019, primarily as a result of the acquisitions of U-Protein and IPA Europe, which required higher expenses in all facets of the business in order to manage a global landscape. The Company continues to invest in research and development in pursuit of its goal of broadening the breadth and value of its intellectual property assets in techniques inherent in the production of human antibodies through new working partnerships with several companies with leading transgenic platforms.

$1,312,403 of the costs incurred during the year ended April 30, 2019 were one-time costs which are not expected to be incurred again. These one-time costs included costs incurred to improve operational efficiency across all the divisions, to integrate U-Protein and IPA Europe into IPA’s global network, to continue to establish a global structure for reporting and oversight, and also included severances paid to departed executive officers and paying out contracts from consultants. The Company also made investments that would enable its future growth, such as new management hires, more training programs, and additional space.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $819,250 in 2019 (2018 - $134,680) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $1,875,907 from $233,534 in 2018 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $452,196 in 2019 (2018 - $864,549) were lower compared to 2018, because most of the consulting fees incurred in 2018 were one-time costs to support initiatives focused on operational efficiency training programs, and systems implementation.

 

   

Interest expense of $413,590 in 2019 (2018 - $50,591) was primarily incurred on the nonconvertible debentures (“Debentures”) which were completed in April 2018. The Debentures bear interest at a rate of 10% per annum, payable semi-annually, and are due eighteen months from the date of issue.

 

   

The insurance expense of $185,099 (2018 - $39,845), management fees of $650,574 (2018 - $429,184), office and general expense of $716,601 (2018 - $563,996), and rent expense of $324,396 (2018 - $65,093), were all higher compared to 2018 due to the expansion of the Company’s laboratory facilities, an increase in commercial activities and the acquisitions of U-Protein and IPA Europe (e.g., auditing, third-party business valuation, etc.).

 

Canada | Europe | United States

www.immunoprecise.com

 

8


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

   

Salaries and benefits expense increased to $3,503,259 from $1,852,322 in 2018, primarily as a result of the acquisitions of U-Protein and IPA Europe. $443,245 of the salaries were attributed to the profit-sharing payout made to the former shareholders of U-Protein, as part of the acquisition agreement. This is an annual payout that is made once per year. After 2020, the profit-sharing payout for U-Protein will cease and the Company will be under no further obligations to share profits with the former shareholders of U-Protein.

 

   

The Company recorded a share-based payments expense of $1,114,112 (2018 - $1,221,511) as a result of the vesting of the 2,060,000 stock options granted during the current fiscal year versus 4,090,000 stock options granted during the April 30, 2018 fiscal year. The option plan is aimed to align staff to the future company growth plans.

 

   

The travel expense increased to $320,293 from $218,125 in 2018 due to an increase in marketing activities and business-related travel required in connection with managing a global organization.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

 

     Three Months Ended ($)  
     April 30,
2019
     January 31,
2019
     October 31,
2018
     July 31,
2018
 

Total revenue

     2,641,109        2,695,583        2,716,791        2,872,785  

Net loss

     (3,842,317      (1,187,056      (1,485,732      (1,102,362

Basic and diluted loss per share*

     (0.06      (0.02      (0.02      (0.02
     Three Months Ended ($)  
     April 30,
2018
     January 31,
2018
     October 31,
2017
     July 31,
2017
 

Total revenue

     1,810,722        1,723,308        1,316,261        591,058  

Net income (loss)

     (2,198,428      (1,211,591      (903,252      (857,832

Basic and diluted loss per share*

     (0.04      (0.03      (0.02      (0.02

 

*

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

The losses for the quarters ended April 30, 2019 and April 30, 2018 are greater than other quarters, as the Company invested heavily in growth enabling initiatives and also due to the catch-up amortization recorded of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the audited consolidated financial statements and accompanying notes for the years ended April 30, 2019 and 2018.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

 

Canada | Europe | United States

www.immunoprecise.com

 

9


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

The Company defines adjusted operating EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

For the year ended April 30, 2019, excluding the one-time costs of $1,312,403, EBITDA would have been ($1,537,071).

The Company defines adjusted operating expenses as operating expenses before share-based compensation, depreciation, amortization and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

 

     April 30,
2019
$
     April 30,
2018
$
 

Net loss

     (7,617,467      (5,171,103

Income taxes (recovery)

     4,788        109,715  

Amortization and depreciation expense

     2,263,284        458,079  

Accretion

     904,925        205,185  

Foreign exchange loss (gain)

     (117,506      101,543  

Interest expense

     413,590        50,591  

Interest and other income

     (30,085      (73,004

Loss on settlement

     214,885        —    

Share-based payments

     1,114,112        1,221,511  
  

 

 

    

 

 

 

Adjusted EBITDA

     (2,849,474      (3,097,483
  

 

 

    

 

 

 
     April 30,
2019
$
     April 30,
2018
$
 

Operating expenses

     (11,817,588      (7,380,233

Amortization and depreciation expense

     2,263,284        458,079  

Foreign exchange loss (gain)

     (117,506      101,543  

Interest expense

     413,590        50,591  

Share-based payments

     1,114,112        1,221,511  
  

 

 

    

 

 

 

Adjusted Operating Expenses

     (8,144,108      (5,548,509
  

 

 

    

 

 

 

FINANCING ACTIVITIES

On August 16, 2017, the Company completed a non-brokered private placement, issuing 5,250,000 common shares at $1.00 per share for gross proceeds of $5,250,000. The Company issued 281,100 common shares and paid a total of $24,000 as finders’ fees. The Company also incurred $5,669 of cash issue costs.

 

Canada | Europe | United States

www.immunoprecise.com

 

10


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

On August 22, 2017, the Company issued 3,030,503 common shares pursuant to the acquisition of U-Protein. The shares were valued at $3,022,308, which was the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement.

On March 1, 2018, the Company issued 650,000 common shares pursuant to exercise of warrants for gross proceeds of $195,000.

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures are unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and are due eighteen months from the date of issue. Under the Offering, a holder of a Debenture will receive 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. This partial Debenture Settlement had the effect of strengthening the Company’s balance sheet and reducing the ongoing interest obligations of the Company. A total of $2,875,000 of Debentures remains outstanding.

On April 5, 2018, the Company issued 6,600,399 common shares pursuant to the acquisition of IPA Europe and Immulease. The shares were valued at $4,884,295, which was estimated based on the fair value of $0.74 per share immediately prior to the completion of the acquisition.

During the year ended April 30, 2018, the Company issued 503,334 common shares pursuant to exercise of stock options for total gross proceeds of $151,000.

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration,

 

Canada | Europe | United States

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11


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the current year.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred acquisition payment to IPA Europe. The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at April 30, 2019, the Company held cash of $5,471,650 (2018 – $1,806,133) and had working capital of $2,673,667 (2018 – $498,377). As part of the investing activities, the Company made equipment purchases of $645,058 and made deferred acquisition payments of $1,556,754. As part of the financing activities, the Company issued 9,977,500 units for gross proceeds of $9,802,500, received $40,500 from exercise of stock options, received loans of $200,000, offset by lease repayments of $23,912 and loan repayments of $378,775.

The Company’s consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $7,617,467 for the year ended April 30, 2019 and has accumulated a deficit of $17,476,482 as at April 30, 2019. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at April 30, 2019, the Company does not have any commitments for capital expenditures.

 

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

CAPITAL EXPENDITURES

The Company made equipment purchases of $645,058 during the year ended April 30, 2019 (2018 - $345,487). During the year ended April 30, 2018, the Company also paid net cash of $3,265,331 to acquire U-Protein and paid net cash of $3,561,423 to acquire IPA Europe during the year ended April 30, 2018.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the year ended April 30, 2019 and 2018, the compensation for key management is as follows:

 

     2019
$
     2018
$
 

Consulting fees(1)

     7,292        55,000  

Management fees(2)

     394,126        131,614  

Professional fees(3)

     59,263        58,569  

Salaries and other short-term benefits(4)

     995,855        662,997  

Severance(5)

     87,500        169,346  

Share-based payments

     770,928        474,824  
  

 

 

    

 

 

 
     2,314,964        1,552,350  
  

 

 

    

 

 

 

 

(1) 

The charge includes consulting fees paid to Guy Champagne, a former Director.

(2) 

The charge includes management fees paid to Dr. Martin Hessing, a Director of U-Protein and Dr. Jos Raats, former President and CEO of IPA Europe.

(3) 

The charge includes professional fees paid to Malaspina Consultants Inc. in which Natasha Tsai was an associate until July 31, 2018 and an owner thereafter.

(4) 

The charge includes salaries and benefits paid to Dr. Jennifer Bath and former management that includes Thomas D’Orazio, Robert Beecroft Dr. Oren Beske and Reginald Beniac.

(5) 

The charge includes severance paid to Thomas D’Orazio, Dr. Oren Beske and Reginald Beniac.

At April 30, 2019, included in accounts payable and accrued liabilities is $nil (2018 - $3,501) due to related parties.

During the years ended April 30, 2019, the spouse of a Director provided administrative services for $54,225 (2018 – $60,520).

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at August 28, 2019 is as follows:

 

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13


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

Security

   Number      Exercise
Price
     Expiry date  

Issued and outstanding common shares

     67,994,445        NA        NA  

Stock options

     653,333      $ 0.30        December 20, 2021  

Stock options

     1,085,000      $ 1.01        September 18, 2022  

Stock options

     750,000      $ 0.65        January 3, 2023  

Stock options

     700,000      $ 0.47        February 7, 2023  

Stock options

     95,000      $ 0.95        September 24, 2023  

Stock options

     300,000      $ 0.82        November 7, 2023  

Stock options

     1,250,000      $ 1.00        December 31, 2023  

Stock options

     415,000      $ 1.00        January 11, 2024  

Warrants

     875,000      $ 1.00        June 18, 2020  

Warrants

     9,102,500      $ 1.25        September 24, 2020  

Warrants

     1,377,000      $ 1.25        October 25, 2020  

Warrants

     6,793,942      $ 0.70        March 26, 2022  
  

 

 

       

Total

     91,391,220        

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

COMMITMENTS

During the year ended April 30, 2018, the Company extended its existing operation lease agreements for rental of office and laboratory space in Victoria, BC, Canada to include one additional office space and for an additional term of 5 years. The new lease agreement commenced May 1, 2018 and terminates on April 30, 2023. The new lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

      

2020

     88,415  
  

 

 

 

 

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14


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3-year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and subcontractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence,

 

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15


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs .

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

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16


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

ADOPTION OF NEW ACCOUNTING STANDARDS

Financial instruments

On May 1, 2018, the Company adopted IFRS 9, Financial Instruments (“IFRS 9”), which replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”) and all previous versions of IFRS 9. The new standard provides guidance on the classification and measurement of financial assets and financial liabilities, de-recognition of financial instruments, impairment of financial assets and hedge accounting.

The adoption of IFRS 9 on May 1, 2018 resulted in changes in accounting policies; however there were no adjustments to the amounts recognized in these consolidated financial statements.

Classification and measurement of financial assets and financial liabilities

IFRS9 requires financial assets to be classified into three measurement categories on initial recognition: fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”), and amortized cost. Investments in equity instruments are required to be measured by default at FVTPL. IFRS 9 permits entities to elect into an irrevocable option for equity instruments to report changes in fair value in other comprehensive income. Classification and measurement of financial assets is dependent on the entity’s business model for managing the financial assets and related contractual cash flows. IFRS 9 retains most of the requirements of IAS 39 related to classification and measurement of financial liabilities.

Impairment

IFRS 9 introduces a three-stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements.

The Company’s financial assets are mainly comprised of cash, amounts receivable and investment. Cash and amounts receivable are classified and accounted for under IFRS 9 at amortized cost, and investment is classified and accounted for at FVTPL. Financial liabilities are mainly comprised of accounts payable and accrued liabilities, debentures, loans payable and deferred acquisition payments, which are accounted for at amortized cost. The Company completed a detailed assessment of its financial assets and liabilities as at May 1, 2018. The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

 

    

Original classification
IAS 39

  

New classification
IFRS 9

Cash    Loans and receivables (amortized cost)    Amortized cost
Amounts receivable    Loans and receivables (amortized cost)    Amortized cost
Investment    Available for sale (FVOCI)    FVTPL
Accounts payable and accrued liabilities    Other financial liabilities (amortized cost)    Amortized cost
Debentures    Other financial liabilities (amortized cost)    Amortized cost
Loans payable    Other financial liabilities (amortized cost)    Amortized cost
Deferred acquisition payments    Other financial liabilities (amortized cost)    Amortized cost

Revenue recognition

IFRS 15, Revenue from Contracts with Customers (“IFRS 15’) establishes a comprehensive framework for revenue recognition. The standard replaces IAS 18, Revenue and IAS 11, Construction Contracts 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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17


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

The Company adopted IFRS 15 as of May 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 May 1, 2018. The Company applied IFRS 15 using the practical expedient under which the Company elected to apply IFRS 15 retrospectively only to contracts that were not completed at the date of initial application. The impact was determined to be an increase of $122,025 to the opening deficit balance on May 1, 2018 and an increase of $207,667 to revenue and an increase of $85,642 to cost of sales in the current year.

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies

Revenue from sale of antibodies 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.

Contract revenue

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. Under IFRS 15, the Company has determined that revenue should be recognized on a percentage of completion basis when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized on a completed contract basis when the customers are satisfied with the service at the end of the contract. The Company has determined that the percentage of completion as the time expended as a proportion of total time expected at the end of the reporting period is an appropriate measure of progress towards the completion of these performance obligations under IFRS 15. Previously, revenue was recognized as the performance obligations were satisfied regardless of whether there was an enforceable right to payment if a contract was terminated.

Unbilled revenue and deferred revenue

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The following revised standards are effective for the annual periods noted with earlier application permitted. The Company also has not early adopted any amendment, standard or interpretation that has been issued but is not yet effective.

Leases

In January 2016, the IASB issued IFRS 16, Leases, which supersedes IAS 17, Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases. The standard establishes a single model for lessees to bring leases on-balance sheet while lessor accounting remains largely unchanged and retains the finance and operating lease distinctions. The standard is applicable to the Company effective May 1, 2019.

 

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18


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

Upon adoption of IFRS 16, the Company will record a right-of-use asset, with an associated lease liability, on the consolidated statement of financial position as at May 1, 2019. The right-of-use asset and liability will be unwound over the term of the lease giving rise to an interest expense and depreciation charge, respectively. Currently the Company’s operating leases relate to the rental of office and lab spaces. The right-of-use asset capitalized is expected to be $1,396,513 and the liability recorded is expected to be $1,442,954.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the year ended April 30, 2019 and this accompanying MD&A (together, the “Annual Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its cost was the best approximation of its fair value. As at April 30, 2019, the Company believes that the carrying values of cash, amounts receivable,

 

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19


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

restricted cash, accounts payable and accrued liabilities, debentures, loans payable, and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

Concentration of risk:

Industry

The Company operates in the contract research organization sector and is affected by general economic trends. A decline in economic conditions, research spending or other adverse conditions could lead to reduced revenue.

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2019, all of the Company’s cash was held with tier one banks. The Company has evaluated amounts receivable and determined that there were no allowances for doubtful accounts at April 30, 2019 and 2018. During the year ended April 30, 2019 the Company incurred bad debt expense of $1,837 (2018 - $16,454).

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3423 at April 30, 2019, and the Euro and Canadian dollar, which was translated at 1.5055 at April 30, 2019. Fluctuations in the exchange rate could impact profitability.

At April 30, 2019, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

 

     Euros
(€)
     US Dollars
(US $)
 

Cash

     1,752,749        183,375  

Amounts receivable

     344,697        568,190  

Investment

     61,250        —    
  

 

 

    

 

 

 
     2,158,696        751,565  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

     (461,416      (83,624

Loans payable

     (74,175      —    

Deferred acquisition payments

     (3,063,981      —    
  

 

 

    

 

 

 
     (3,599,572      (83,624
  

 

 

    

 

 

 

Net

     (1,440,876      667,941  
  

 

 

    

 

 

 

For the year ended April 30, 2019, a 5% increase in foreign exchange rates by the Canadian dollar relative to the US dollar would have decreased net income (loss) by approximately $45,000.

For the year ended April 30, 2019, a 5% increase in foreign exchange rates by the Canadian dollar relative to the Euro would have decreased other comprehensive income (loss) by approximately $109,000.

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis

 

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20


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its debt obligations and to fund general and administrative costs.

Contractual cash flow requirements as at April 30, 2019 were as follows:

 

     < 1
year
$
     1 – 2
years
$
     2 – 5
years
$
     >5
years
$
     Total
$
 

Accounts payable and accrued liabilities

     1,594,062        —          —          —          1,594,062  

Taxes payable

     27,268        —          —          —          27,268  

Loan payable

     82,953        28,717        —          —          111,670  

Deferred acquisition payments

     1,529,403        1,529,404        —          —          3,058,807  

Leases

     49,003        49,003        33,564        —          131,570  

Minimum lease payments

     649,441        516,318        966,166        —          2,131,925  

Debentures

     2,875,000        —          —          —          2,875,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,807,130        2,123,442        999,730        —          9,930,302  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that

 

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21


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2019

 

 

it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the recent acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

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22

Exhibit 99.10

 

LOGO

ImmunoPrecise Antibodies’ Annual Revenues Increase 100% to $10,926,268 Million

VICTORIA, Aug. 28, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC PINK: IPATF) today reports its financial results for the year ended April 30, 2019. The financial statements and related Management’s Discussion and Analysis (“MD&A”) can be viewed on SEDAR at www.sedar.com.

Financial Highlights:

Revenue ImmunoPrecise achieved record annual revenue of $10,926,268 in fiscal 2019 compared to $5,441,349 in fiscal 2018. This represents a 100% increase in revenue as a result of its completed acquisitions of IPA Europe (formerly ModiQuest Research), and IPA’s ability to grow its core business and expand into higher revenue service offerings in therapeutic discovery.

Gross Margin ImmunoPrecise increased its gross margin to $5,294,634 from $2,451,026 in 2019. In percentage terms, the Company’s gross margin increased to 48% from 45% in 2018. The higher margin in 2019 was mostly attributable to the Company’s increased focus on larger programs with higher margins at its new B-cell lab, as well as increased efficiencies in operations.

Net Loss ImmunoPrecise recorded a net loss of $7,617,467 during the year ended April 30, 2019, compared to net loss of $5,171,103 for the year ended April 30, 2018. The net loss increased in 2019, primarily as a result of the acquisitions of U-Protein and IPA Europe, which required higher expenses in all facets of the business in order to manage a global landscape. $1,312,403 of the costs incurred during the year ended April 30, 2019, were one-time costs which are not expected to be incurred again.

Growth Initiatives in Fiscal 2020:

Asset Building While CRO services remain the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites this year. This includes the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal, discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

Talem Therapeutics Recently, the Company formed Talem Therapeutics (Talem), based in Cambridge, Massachusetts, to support its internal, therapeutic, discovery programs. Talem is structured to secure assets during their discovery and development stage and seek out strategic partnerships with clinical-stage pharma and biotech companies, where it will aid in the out-licensing or sale of the therapeutics for clinical trials. The ability for investors to support individual assets or portfolios in Talem generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise’s shareholders dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in antibody discovery.


Global Integration and Cost Synergies ImmunoPrecise integrated IT services, including the global service desk, and decreased cost and risk while removing collaboration barriers, including tools that allow for communicating in different languages. They have also begun to capture synergies after the global integration of sales, marketing, R&D, management, and legal services. IPA has prepared for the integration of fundamental business services such as payroll, financial controls, and an Oracle suite of enterprise software. They will continue to enhance these integrations, as well as create synergies in additional areas such as M&A communications and tax integration.

B cell SelectTM and DeepDisplayTM IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

The Market:

CRO Services and Therapeutic Development In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly promising for those CROs that fill multiple niches in the discovery and manufacturing pipeline. The key players serving the monoclonal antibodies market are Pfizer, Inc., GlaxoSmithKline plc, Novartis AG, Merck & Co., Inc, Amgen, Inc., Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan N.V., Daiichi Sankyo Company, Ltd., Bayer AG, Bristol Myers Squibb Co., Johnson & Johnson Services, Inc., Biogen Inc., Thermo Fisher Scientific, Inc., Sanofi Genzyme, F. Hoffmann-La Roche Ltd., and Novo Nordisk A/S2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

 

2

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

“We continue to expand our therapeutic offerings as a global, full-service antibody provider to pharmaceutical and biotech companies internationally, and to accelerate our volume of large-scale, therapeutic programs. Simultaneously, IPA sets itself on a path of Antibody Discovery and IP estate-building through Talem Therapeutics, which will expand our clinical partnerships and continue to build our IP estate” commented Jennifer Bath, CEO of the Company.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, biologics Contract Research Organization (CRO) with global operations. They are innovation-driven and strategically positioned - both geographically and scientifically - to provide customized and end-to-end biologics services. IPA offers a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum.

ImmunoPrecise operates from laboratory facilities located Oss and Utrecht, The Netherlands, and Victoria, British Columbia, with the headquarters situated in the U.S.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities


laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

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For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438- 863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 18:33e 28-AUG-19

Exhibit 99.11

 

 

Date: August 29, 2019

    

LOGO

510 Burrard St, 3rd Floor
Vancouver BC,V6C 3B9
www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: IMMUNOPRECISE ANTIBODIES LTD.

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 Meeting
Record Date for Notice of Meeting :    September 25, 2019
Record Date for Voting (if applicable) :    September 25, 2019
Beneficial Ownership Determination Date :    September 25, 2019
Meeting Date :    November 06, 2019
Meeting Location (if available) :    Vancouver, BC
Issuer sending proxy related materials directly to NOBO:    Yes
Issuer paying for delivery to OBO:    No
Notice and Access (NAA) Requirements:   

NAA for Beneficial Holders

   No

NAA for Registered Holders

   No

Voting Security Details:

 

Description    CUSIP Number    ISIN
COMMON SHARES    45257F101    CA45257F1018

Sincerely,

Computershare

Agent for IMMUNOPRECISE ANTIBODIES LTD.

Exhibit 99.12

 

LOGO

ImmunoPrecise Launches AbthenaTM Bispecific Platform And ArtemisTM Intelligence Metadata (AIM)

VICTORIA, Sept. 23, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF), an industry leader in the discovery of novel, therapeutic antibodies, announces its AbthenaTM bispecific antibody platform and the complementary ArtemisTM Intelligence Metadata (AIM)TM suite.

Bispecific antibodies are a class of engineered antibodies and antibody-like proteins that, in contrast to traditional, monospecific antibodies, do not occur naturally. AbthenaTM bispecifics have the ability to bind two different molecules with a single antibody, increasing the therapeutic effectiveness of targeting infectious diseases, payload delivery and functional activity toward challenging targets. Alternatively, AbthenaTM products can be used to ‘dual target’, allowing detection or binding of a target cell type with much higher specificity than traditional, monospecific antibodies.

At ImmunoPrecise, we have designed an advanced discovery platform for wild-type and fully human bispecific antibody components, which allows for the generation of heterodimer, optimized, IgG backbones with validated binding attributes. AbthenaTM produces yields comparable to its monospecific equivalents, with a high degree of dimer formation, a platform which blends seamlessly with Artemis Intelligence Metadata (AIM)TM capabilities to enable rapid turnaround on additional algorithmic outputs in therapeutic optimization, stability, affinity and manufacturability.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM single-cell interrogation technology; DeepDisplayTM, for custom, synthetic DNA libraries, and the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than


anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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CO: ImmunoPrecise Antibodies Ltd.

CNW 08:53e 23-SEP-19

Exhibit 99.13

 

LOGO

ImmunoPrecise’s Talem Therapeutics Enters into an LOI with AgonOx Pharma in the Advancement of Novel, Immuno-Oncology Therapeutics

VICTORIA, Sept. 24, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF), an industry leader in the discovery of novel, therapeutic antibodies, announces that Talem Therapeutics, its wholly-owned subsidiary, has entered into an LOI to form a Joint Venture as it partners in the continued development of antibody therapeutics to target T cell mediated anti-tumor activity, with AgonOx, a clinical-stage biopharma company. AgonOx specializes in identifying and developing immuno-oncology therapeutics.

AgonOx’s approach to target discovery begins with genomic and proteomic analyses of tumor-infiltrating lymphocytes isolated from human tumor biopsies. Candidates are further validated in the laboratory by utilizing an array of in vitro and in vivo systems. The partnership with Talem is addressing targets involved in T cell mediated anti-cancer activity, with therapeutics that, in preliminary, in vivo-validated animal models of established tumors, have demonstrated significant tumor reduction.

This partnership will advance two of AgonOx’s top 10 candidates to emerge from its translational science platform focused on modulation of the tumor microenvironment and, if commercialized, may result in approximately $720 million USD comprised of licensing fees, as well as development and commercial milestones in addition to royalties on worldwide sales.

Andrew Weinberg, President and CSO of AgonOx, stated “Collaborating with Talem strengthens our efforts to develop immuno-oncology drug candidates by leveraging IPA’s ability to address challenging targets, with the deep mining of the immune repertoire in a species agnostic manner. This LOI supports AgonOx’s mission of discovering and delivering science that can change the standard of care for patients with cancer. ImmunoPrecise has first-rate scientists that we hope to work with for years to come.”

Talem will leverage the internal development capabilities of ImmunoPrecise, including high throughput, rapid identification of candidates through single cell interrogation, as well as accessing synthetic and natural immune phage libraries, and its bispecific platform, AbthenaTM. All of these technologies integrate seamlessly with IPA’s integrated ArtemisTM Intelligence Metadata (AIM)TM capabilities to enable rapid turnaround on additional outputs in therapeutic optimization, stability, affinity, and manufacturability.

Both companies will aid in the functional analyses of the candidates, while AgonOx also pulls from its experience in pre-clinical and clinical development, built, in part, on access to physicians and relevant samples through their alignment with the Earl A. Chiles Research Institute at the Providence Cancer Institute.

“We look forward to advancing the development of these candidates toward an Investigational New Drug filing. AgonOx has extensive expertise in validating the expression and function of biologically relevant immuno-oncology targets” said Jennifer Bath, CEO of ImmunoPrecise. “We see significant advantages from Talem and AgonOx leadership sharing knowledge across antibody discovery, development, pre-clinical and clinical trials. This partnership will enhance the companies’ pipelines of novel, monoclonal antibodies that could transform the standard of care for patients with advanced cancers.”

About AgonOx

AgonOx, Inc. is a spin-off company from the Providence Cancer Institute located in Portland, Oregon, developing immune system modulators for use in cancer therapy. T-cell modulation has improved outcomes in several indications and AgonOx works to expand this benefit with novel agents and combination therapies. The founders of AgonOx were the first to identify and develop anti-OX40 as a cancer therapy and, along with the Providence Cancer Institute, brought the first OX40 agent into clinical trials. Utilizing bioinformatics and in vitro and in vivo assay systems, AgonOx has identified novel immune-related pathways and develops new targets to generate future therapies for cancer patients.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive, single-cell interrogation technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

LOGO View original content to download multimedia:

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immuno-oncolo

SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

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CO: ImmunoPrecise Antibodies Ltd.

CNW 08:45e 24-SEP-19

Exhibit 99.14

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2019 AND 2018

(Unaudited – Expressed in Canadian Dollars)


NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of the Company and all information contained in the first quarter 2020 report have been prepared by and are the responsibility of the Company’s management.

The Audit Committee of the Board of Directors has reviewed the condensed interim consolidated financial statements and related financial reporting matters.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditor.


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited – Expressed in Canadian Dollars)

 

 

     Note    July 31,
2019
$
    April 30,
2019
$
 

ASSETS

       

Current assets

       

Cash

        4,951,871       5,471,650  

Amounts receivable

        1,341,193       1,558,354  

Inventory

        2,019,068       2,120,814  

Unbilled revenue

        237,481       393,451  

Prepaid expenses

        318,530       333,702  
     

 

 

   

 

 

 
        8,868,143       9,877,971  

Restricted cash

        36,916       67,450  

Investment

   7      90,404       90,404  

Property and equipment

   8      3,075,172       1,638,549  

Intangible assets

   6, 7, 9      7,776,735       8,417,231  

Goodwill

   5, 6      8,019,458       8,254,114  
     

 

 

   

 

 

 

Total assets

        27,866,828       28,345,719  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and accrued liabilities

   14      1,274,988       1,594,062  

Taxes payable

        168,800       27,268  

Deferred revenue

        813,821       724,693  

Debentures

   10      2,804,090       2,708,334  

Loans payable

   11      77,304       82,953  

Leases

   12      341,597       35,757  

Deferred acquisition payments

   5, 6      1,973,491       2,031,237  
     

 

 

   

 

 

 
        7,454,091       7,204,304  

Loans payable

   11      13,968       28,717  

Leases

   12      1,383,682       71,320  

Deferred acquisition payments

   5, 6      1,428,644       1,032,744  

Deferred income tax liability

        1,884,419       1,939,559  
     

 

 

   

 

 

 
        12,164,804       10,276,644  
     

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

       

Share capital

   13      32,725,780       32,699,425  

Subscriptions received

   13      1,500       —    

Contributed surplus

   13      3,348,832       3,074,192  

Accumulated other comprehensive loss

        (830,664     (228,060

Deficit

        (19,543,424     (17,476,482
     

 

 

   

 

 

 
        15,702,024       18,069,075  
     

 

 

   

 

 

 

Total liabilities and equity

        27,866,828       28,345,719  
     

 

 

   

 

 

 

Nature of operations (Note 1)

Commitments (Note 15)

Approved and authorized on behalf of the Board of Directors on September 26, 2019

                “James Kuo”                 Director                                                     “Greg Smith”                 Director

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

5


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     Note      2019
$
    2018
$
 

REVENUE

        2,716,099       2,872,785  

COST OF SALES

        1,339,693       1,304,959  
     

 

 

   

 

 

 

GROSS PROFIT

        1,376,406       1,567,826  
     

 

 

   

 

 

 

EXPENSES

       

Advertising

        117,200       53,769  

Amortization and depreciation

     8, 9        547,841       175,562  

Consulting fees

        22,340       163,320  

Foreign exchange gain

        (112,976     (82,490

Insurance

        20,531       12,055  

Interest and bank charges

        118,960       118,431  

Management fees

     14        45,148       46,298  

Office and general

        223,335       143,540  

Professional fees

     14        149,720       277,803  

Rent

        41,165       103,362  

Repairs and maintenance

        —         72,743  

Research and development

        167,260       31,788  

Salaries and benefits

     14        1,096,244       927,039  

Share-based payments

     13, 14        285,995       311,700  

Telephone and utilities

        10,100       10,764  

Travel

        119,305       73,028  
     

 

 

   

 

 

 
        2,852,168       2,438,712  
     

 

 

   

 

 

 

Loss before other income (expense) and income taxes

        (1,475,762     (870,886
     

 

 

   

 

 

 

OTHER INCOME (EXPENSE)

       

Accretion

     5, 6, 9        (552,893     (237,539

Interest and other income

        12,402       43,515  
     

 

 

   

 

 

 
        (540,491     (194,024
     

 

 

   

 

 

 

Loss before income taxes

        (2,016,253     (1,064,910

Income taxes

        4,055       (37,452
     

 

 

   

 

 

 

NET LOSS FOR THE PERIOD

        (2,012,198     (1,102,362

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

       

Exchange difference on translating foreign operations

        (602,604     (384,967
     

 

 

   

 

 

 

COMPREHENSIVE LOSS FOR THE PERIOD

        (2,614,802     (1,487,329
     

 

 

   

 

 

 

LOSS PER SHARE – BASIC AND DILUTED

        (0.03     (0.02
     

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

        67,982,923       55,941,298  
     

 

 

   

 

 

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

6


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited – Expressed in Canadian dollars, except for share figures)

 

 

     Number of
Shares
     Share
Capital

$
    Subscriptions
Received
$
     Contributed
Surplus
$
    Accumulated
Other
Comprehensive
(Loss) Income

$
    Deficit
$
    Total
$
 

Balance, April 30, 2018

     55,474,178        20,455,112       —          1,707,738       277,090       (9,859,015     12,580,925  

Shares issued pursuant to private placements

     875,000        700,000       —          —         —         —         700,000  

Cash issue costs and finders’ fees

     —          (10,926     —          —         —         —         (10,926

Shares issued pursuant to option exercise

     110,000        57,980       —          (24,980     —         —         33,000  

Share-based payments

     —          —         —          311,700       —         —         311,700  

Comprehensive loss for the period

     —          —         —          —         (384,967     (1,102,362     (1,487,329
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, July 31, 2018

     56,459,178        21,202,166       —          1,994,458       (107,877     (10,961,377     12,127,370  

Shares issued pursuant to private placements

     9,102,500        9,102,500       —          —         —         —         9,102,500  

Cash issue costs and finders’ fees

     182,460        (277,578     —          —         —         —         (277,578

Adjustment to value of shares issued pursuant to acquisition of IPA Europe and Immulease

     —          975,045       —          —         —         —         975,045  

Shares issued pursuant to settlement of Debentures

     1,377,000        1,115,370       —          283,000       —         —         1,398,370  

Shares issued pursuant to Crossbeta settlement

     78,514        61,241       —          —         —         —         61,241  

Shares issued pursuant to deferred acquisition payment to IPA Europe

     714,793        507,503       —          —         —         —         507,503  

Shares issued pursuant to option exercise

     25,000        13,178       —          (5,678     —         —         7,500  

Share-based payments

     —          —         —          802,412       —         —         802,412  

Comprehensive loss for the period

     —          —         —          —         (120,183     (6,515,105     (6,635,288
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     67,939,445        32,699,425       —          3,074,192       (228,060     (17,476,482     18,069,075  

Adoption of IFRS 16 (Note 3)

     —          —         —          —         —         (54,744     (54,744
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, May 1, 2019

     67,939,445        32,699,425       —          3,074,192       (228,060     (17,531,226     18,014,331  

Shares issued pursuant to option exercise

     50,000        26,355       —          (11,355     —         —         15,000  

Subscriptions received

     —          —         1,500        —         —         —         1,500  

Share-based payments

     —          —         —          285,995       —         —         285,995  

Comprehensive loss for the period

     —          —         —          —         (602,604     (2,012,198     (2,614,802
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, July 31, 2019

     67,989,445        32,725,780       1,500        3,348,832       (830,664     (19,543,424     15,702,024  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

7


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     2019
$
    2018
$
 

Operating activities:

    

Net loss for the period

     (2,012,198     (1,102,362

Items not affecting cash:

    

Amortization and depreciation

     702,284       220,007  

Deferred income taxes

     (55,140     (273,555

Accretion

     552,893       237,539  

Foreign exchange

     (118,983     —    

Share-based payments

     285,995       311,700  
  

 

 

   

 

 

 
     (645,149     (606,671

Changes in non-cash working capital related to operations:

    

Amounts receivable

     217,161       398,221  

Inventory

     101,746       487  

Unbilled revenue

     155,970       259,246  

Prepaid expenses

     15,172       54,605  

Accounts payable and accrued liabilities

     (319,074     (290,719

Taxes payable

     141,532       —    

Deferred revenue

     89,128       24,663  
  

 

 

   

 

 

 

Net cash used in operating activities

     (243,514     (160,168
  

 

 

   

 

 

 

Investing activities:

    

Purchase of equipment

     (70,894     (24,099

Internally generated development costs

     (10,621     —    

Dividend received

     —         5,460  
  

 

 

   

 

 

 

Net cash used in investing activities

     (81,515     (18,639
  

 

 

   

 

 

 

Financing activities:

    

Proceeds on share issuance

     15,000       733,000  

Share issuance costs

     —         (10,926

Subscriptions received

     1,500       —    

Repayment of leases

     (105,075     —    

Proceeds from loans

     —         200,000  

Loan repayments

     (20,398     (50,431
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (108,973     871,643  
  

 

 

   

 

 

 

(Decrease) increase in cash during the period

     (434,002     692,836  

Foreign exchange

     (116,311     (137,945

Cash – beginning of the period

     5,539,100       1,806,133  
  

 

 

   

 

 

 

Cash – end of the period

     4,988,787       2,361,024  
  

 

 

   

 

 

 

Cash paid for interest

     1,196       2,218  

Cash paid for income tax

     30,315       —    
  

 

 

   

 

 

 

Supplemental cash flow information (Note 17)

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

1.

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $2,012,198 for the three months ended July 31, 2019 and has accumulated a deficit of $19,543,424 as at July 31, 2019. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the condensed interim consolidated financial statements.

 

2.

BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended April 30, 2019. They do not include all the information required for complete annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and therefore should be read together with the audited annual financial statements for the year ended April 30, 2019.

These condensed interim consolidated financial statements were approved by the Board of Directors for issue on September 26, 2019.

(b) Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

(c) Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Name of Subsidiary

   % Equity
Interest - 2020
    % Equity
Interest - 2019
    Country of
Incorporation

ImmunoPrecise Antibodies (Canada) Ltd. (formerly 0496106 B.C. Ltd.)

     100     100   Canada

ImmunoPrecise Antibodies (USA) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (N.D.) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (MA) LLC

     100     100   USA

Talem Therapeutics LLC

     100     100   USA

U-Protein Express B.V. (“U-Protein”)

     100     100   Netherlands

ImmunoPrecise Netherlands B.V.

     100     100   Netherlands

ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)

     100     100   Netherlands

Immulease B.V. (“Immulease”)

     100     100   Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

3.

ADOPTION OF NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

(a) Adoption of New Accounting Standards

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

(b) Accounting Standards Issued But Not Yet Effective

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

 

4.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

5.

ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company has acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.3% was used. The changes in the value of the deferred payments during the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,408,205  

Accretion expense

     244,915  

Payment

     (1,049,754

Foreign exchange

     (40,670
  

 

 

 

Balance, April 30, 2019

     1,562,696  

Accretion expense

     284,166  

Foreign exchange

     (91,596
  

 

 

 

Balance, July 31, 2019

     1,755,266  
  

 

 

 

 

6.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments will be made in three equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe. The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 10.1% was used. The changes in the value of the deferred payments during the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,403,954  

Change in estimate of fair value

     (34,258

Accretion expense

     232,418  

Payment

     (1,014,503

Foreign exchange

     (86,326
  

 

 

 

Balance, April 30, 2019

     1,501,285  

Accretion expense

     172,971  

Foreign exchange

     (27,387
  

 

 

 

Balance, July 31, 2019

     1,646,869  
  

 

 

 

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

7.

INVESTMENT

Investment consists of a 29% (2019 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded at cost, being the best approximation of the investment’s fair value.

Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

8.

PROPERTY AND EQUIPMENT

 

     Computer
Hardware
     Furniture &
Equipment
     Computer
Software
    Building      Leasehold
Improvements
     Lab
Equipment
    Total  
     $      $      $     $      $      $     $  

Cost:

                  

Balance, April 30, 2018

     93,813        98,527        12,373       —          393,421        2,787,105       3,385,239  

Acquired on acquisition of IPA Europe

     —          —          30,974       —          —          —         30,974  

Additions

     17,184        12,538        87,821       —          —          612,046       729,589  

Foreign exchange

     —          —          (1,153     —          —          (30,141     (31,294
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     110,997        111,065        130,015       —          393,421        3,369,010       4,114,508  

Additions

     3,952        —          —         1,668,533        —          66,942       1,739,427  

Foreign exchange

     —          —          (848     —          —          (54,746     (55,594
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, July 31, 2019

     114,949        111,065        129,167       1,668,533        393,421        3,381,206       5,798,341  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Accumulated Depreciation:

                  

Balance, April 30, 2018

     70,883        70,218        8,299       —          102,052        1,552,418       1,803,870  

Depreciation

     17,252        15,418        40,533       —          103,764        500,194       677,161  

Foreign exchange

     —          —          (43     —          —          (5,029     (5,072
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     88,135        85,636        48,789       —          205,816        2,047,583       2,475,959  

Depreciation

     4,905        1,803        23,938       108,920        17,588        125,408       282,562  

Foreign exchange

     —          —          (248     —          —          (35,104     (35,352
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, July 31, 2019

     93,040        87,439        72,479       108,920        223,404        2,137,887       2,723,169  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Book Value:

                  

April 30, 2019

     22,862        25,429        81,226       —          187,605        1,321,427       1,638,549  

July 31, 2019

     21,909        23,626        56,688       1,559,613        170,017        1,243,319       3,075,172  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

9.

INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes and certifications have a useful life of 5 years. The changes in the value of the intangible assets during the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Internally
Generated
Development

Costs
    Intellectual
Property
    Proprietary
Processes
    Certifications     Total  
     $     $     $     $     $  

Cost:

          

Balance, April 30, 2018

     —         4,270,229       —         —         4,270,229  

Acquired on acquisition of IPA Europe

     —         —         6,159,755       145,108       6,304,863  

Foreign exchange

     —         (125,004     (229,263     (5,401     (359,668
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         4,145,225       5,930,492       139,707       10,215,424  

Additions

     10,621       —         —         —         10,621  

Foreign exchange

     (205     (117,845     (168,598     (3,972     (290,620
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, July 31, 2019

     10,416       4,027,380       5,761,894       135,735       9,935,425  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated Amortization:

          

Balance, April 30, 2018

     —         227,746       —         —         227,746  

Amortization

     —         416,890       1,169,233       —         1,586,123  

Foreign exchange

     —         (9,035     (6,641     —         (15,676
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         635,601       1,162,592       —         1,798,193  

Amortization

     —         102,667       317,055       —         419,722  

Foreign exchange

     —         (20,052     (39,173     —         (59,225
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, July 31, 2019

     —         718,216       1,440,474       —         2,158,690  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Book Value:

          

April 30, 2019

     —         3,509,624       4,767,900       139,707       8,417,231  

July 31, 2019

     10,416       3,309,164       4,321,420       135,735       7,776,735  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

10.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures are unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and are due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

During the three months ended July 31, 2019, the Company recorded accretion expense of $95,756 (2018 – $123,372). The changes in the value of the Debentures during the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     3,489,397  

Accretion expense

     427,592  

Settlement of debentures

     (1,208,655
  

 

 

 

Balance, April 30, 2019

     2,708,334  

Accretion expense

     95,756  
  

 

 

 

Balance, July 31, 2019

     2,804,090  
  

 

 

 

 

11.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan is secured by certain equipment, bears an interest rate of 4% per annum and is repayable in monthly installments of €2,250. The interest is owed per month in arrears. The principal outstanding at July 31, 2019 is €24,750 (CAD$36,202) (April 30, 2019 – €31,500 (CAD$47,423)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at July 31, 2019 is €29,650 (CAD$43,369) (April 30, 2019 – €34,675 (CAD$52,203)).

On April 5, 2018, the Company assumed loans payable of €74,000 (CAD$115,713) as a result of the acquisition of Immulease. On May 18, 2016, Immulease entered into a credit facility agreement pursuant to which the lender provides a facility amount of up to €200,000. The credit facility is unsecured, bears an interest rate of 3% per annum and is repayable on demand. The interest is owed per month in arrears. The principal outstanding at July 31, 2019 is €8,000 (CAD$11,701) (April 30, 2019 – €8,000 (CAD$12,044)).

 

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

 

     $  

Balance, April 30, 2018

     290,445  

Loan proceeds

     200,000  

Loan repayments and foreign exchange

     (378,775
  

 

 

 

Balance, April 30, 2019

     111,670  

Loan repayments and foreign exchange

     (20,398
  

 

 

 

Balance, July 31, 2019

     91,272  

Current portion

     (77,304
  

 

 

 

Non-current portion

     13,968  
  

 

 

 

 

12.

LEASES

The Company entered into certain equipment leases expiring between 2021 and 2023 with interest rates of between 13% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018 and May 2018. With the adoption of IFRS 16, Leases (see Note 3), the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at July 31, 2019 and April 30, 2019 are as follows:

 

     July 31,
2019
$
     April 30,
2019
$
 

Equipment under finance lease repayable in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

     98,527        107,077  

Right-of-use asset from office lease repayable in monthly instalments of $21,015 and an interest rate of 8% per annum and an end date of April 2023.

     835,958        —    

Right-of-use asset from office lease repayable in monthly instalments of $22,012 and an interest rate of 8% per annum and an end date of December 2022.

     790,794        —    

Current portion

     (341,597      (35,757
  

 

 

    

 

 

 

Non-current portion

     1,383,682        71,320  
  

 

 

    

 

 

 

As at July 31, 2019, the Company’s equipment includes a net carrying amount of $94,478 (April 30, 2019 – $104,014) for the leased equipment. The net carrying amount of the right-of-use assets from office lease obligation is $1,559,613 (April 30, 2019 – $nil).

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:

 

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     $  

2020

     423,840  

2021

     565,122  

2022

     552,739  

2023

     446,989  
  

 

 

 

Total minimum lease payments

     1,988,690  

Less: imputed interest

     (263,411
  

 

 

 

Total present value of minimum lease payments

     1,725,279  

Less: Current portion

     (341,597
  

 

 

 

Non-current portion

     1,383,682  
  

 

 

 

 

13.

SHARE CAPITAL

a) Authorized:

Unlimited common shares without par value.

b) Share capital transactions:

2019 Transactions

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the year ended April 30, 2019.

 

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit (Note 10). Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred payment to IPA Europe (Note 6). The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500. A value of $30,658 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.05.

2020 Transactions

During the three months ended July 31, 2019, the Company issued 50,000 common shares pursuant to exercise of stock options for total gross proceeds of $15,000. A value of $11,355 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.69.

c) Escrow

There are 1,627,945 common shares of the Company held in escrow as at July 31, 2019. Under the Escrow Agreement, the common shares held in escrow will be released from escrow on December 29, 2019.

d) Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.

On September 24, 2018, the Company granted 95,000 stock options, exercisable at $0.95 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $67,402 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On November 7, 2018, the Company granted 300,000 stock options, exercisable at $0.82 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $184,658 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On December 31, 2018, the Company granted 1,250,000 stock options, exercisable at $1.00 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $625,485 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On January 11, 2019, the Company granted 415,000 stock options, exercisable at $1.00 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $228,801 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

Expected volatility was based on the historical volatility of similar companies.

During the three months ended July 31, 2019 the Company has recorded $285,995 (2018 - $311,700) of share-based payments expense.

The changes in the stock options for the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Number of
options

#
     Weighted
average
exercise price

$
     Weighted
average life
remaining

(years)
 

Balance, April 30, 2018

     4,871,666        0.68        4.20  

Granted

     2,060,000        0.97        —    

Exercised

     (135,000      0.30        —    

Expired

     (200,000      1.24        —    

Forfeited

     (1,293,333      0.71        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     5,303,333        0.78        3.87  

Exercised

     (50,000      0.30        —    

Forfeited

     (50,000      1.01        —    
  

 

 

    

 

 

    

 

 

 

Balance, July 31, 2019

     5,203,333        0.78        3.64  

Unvested

     (1,606,667      0.90        4.27  
  

 

 

    

 

 

    

 

 

 

Exercisable, July 31, 2019

     3,596,666        0.73        3.35  
  

 

 

    

 

 

    

 

 

 

Details of the options outstanding as at July 31, 2019 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining life
(year)
     Options
outstanding
     Unvested      Vested  

December 20, 2021

     0.30        2.39        658,333        —          658,333  

September 18, 2022

     1.01        3.14        1,035,000        —          1,035,000  

January 3, 2023

     0.65        3.43        750,000        —          750,000  

February 7, 2023

     0.47        3.53        700,000        233,333        466,667  

September 24, 2023

     0.95        4.15        95,000        63,333        31,667  

November 7, 2023

     0.82        4.27        300,000        200,000        100,000  

December 31, 2023

     1.00        4.42        1,250,000        833,334        416,666  

January 11, 2024

     1.00        4.45        415,000        276,667        138,333  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     0.78        3.64        5,203,333        1,606,667        3,596,666  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

e) Warrants

The changes in the warrants for the three months ended July 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Number of
warrants

#
     Weighted average
exercise price

$
     Weighted average life
remaining (years)
 

Balance, April 30, 2018

     6,378,000        0.70        3.93  

Issued

     11,354,500        1.23        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019 and July 31, 2019

     17,732,500        1.04        1.70  
  

 

 

    

 

 

    

 

 

 

Details of the warrants outstanding as at July 31, 2019 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining life
(year)
     Warrants
outstanding
 

March 26, 2022

     0.70        2.68        6,378,000  

June 18, 2020

     1.00        0.88        875,000 (1) 

September 24, 2020

     1.25        1.15        9,102,500  

October 25, 2020

     1.25        1.24        1,377,000  
  

 

 

    

 

 

    

 

 

 
     1.04        1.70        17,732,500  
  

 

 

    

 

 

    

 

 

 

 

  (1) 

During the three months ended July 31, 2019, the expiry date of these warrants was extended from June 18, 2019 to June 18, 2020.

f) Finder’s Warrants

As at July 31, 2019 the Company has 415,942 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

 

14.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Thomas D’Orazio, former President and CEO; Robert Beecroft, former Interim CEO; Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three months ended July 31, 2019 and 2018, the compensation for key management is as follows:

 

     2019
$
     2018
$
 

Management fees

     45,148        103,980  

Professional fees

     —          13,075  

Salaries and other short-term benefits

     485,845        101,830  

Share-based payments

     264,882        175,092  
  

 

 

    

 

 

 
     795,875        393,977  
  

 

 

    

 

 

 

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

During the three months ended July 31, 2019, the spouse of a Director provided administrative services for $nil (2018 – $15,625).

 

15.

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

      

2020

     88,415  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3 year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

 

16.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At July 31, 2019 and April 30, 2019, the Company has one reportable segment, being antibody production and related services.

During the three months ended July 31, 2019, the Company had sales to nil (2018 - nil) customer who in aggregate accounted for more than 10% (2018 – 10%) of revenue.

The Company’s revenues are allocated to geographic segments for the three months ended July 31, 2019 and 2018 as follows:

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     2019
$
     2018
$
 

United States of America

     904,377        601,011  

Canada

     206,823        140,632  

Europe

     1,505,926        2,057,779  

Other

     98,973        73,363  
  

 

 

    

 

 

 
     2,716,099        2,872,785  
  

 

 

    

 

 

 

The Company’s revenues are allocated according to revenue types for the three months ended July 31, 2019 and 2018 as follows:

 

     2019
$
     2018
$
 

Project revenue

     2,611,868        2,760,773  

Product sales revenue

     60,234        30,941  

Cryo storage revenue

     43,997        81,071  
  

 

 

    

 

 

 
     2,716,099        2,872,785  
  

 

 

    

 

 

 

The Company’s non-current assets are allocated to geographic segments as at July 31, 2019 and April 30, 2019 as follows:

 

     July 31,
2019
$
     April 30,
2019
$
 

North America

     1,674,974        986,323  

Netherlands

     17,323,711        17,481,425  
  

 

 

    

 

 

 
     18,998,685        18,467,748  
  

 

 

    

 

 

 

Geographic segmentation of the Company’s (loss) income is as follows:

 

     2019
$
     2018
$
 

North America - Corporate

     (1,974,763      (600,917

North America

     (112,064      (1,057,389

Netherlands

     74,629        555,944  
  

 

 

    

 

 

 
     (2,012,198      (1,102,362
  

 

 

    

 

 

 

Geographic segmentation of the interest and accretion, and amortization and depreciation is as follows:

 

Interest and accretion

   2019
$
     2018
$
 

North America - Corporate

     630,675        345,959  

North America

     23,975        6,918  

Netherlands

     17,203        3,093  
  

 

 

    

 

 

 
     671,853        355,970  
  

 

 

    

 

 

 

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Amortization and depreciation

   2019
$
     2018
$
 

North America - Corporate

     20,640        —    

North America

     126,771        36,559  

Netherlands

     554,873        183,448  
  

 

 

    

 

 

 
     702,284        220,007  
  

 

 

    

 

 

 

 

17.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions:

   July 31,
2019
$
     July 31,
2018
$
 

Acquisition of equipment by capital lease

     1,668,533        —    
  

 

 

    

 

 

 

The following changes in liabilities arose from financing activities:

 

                  Non-cash changes  
     April 30,
2019
$
     Cash
Flows

$
    Acquisition
$
     Accretion
$
     Foreign
exchange
movements
and change
in estimates

$
    July 31,
2019
$
 

Deferred acquisition payments

     3,063,981        —         —          457,137        (118,983     3,402,135  

Debentures

     2,708,334        —         —          95,756        —         2,804,090  

Loans payable

     111,670        (20,398     —          —          —         91,272  

Leases

     107,077        (105,075     1,723,277        —          —         1,725,279  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

     5,991,062        (125,473     1,723,277        552,893        (118,983     8,022,776  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

18.

SUBSEQUENT EVENTS

a) Exercise of Stock Options

Subsequent to the three months ended July 31, 2019, the Company issued 5,000 common shares pursuant to the exercise of stock options for total gross proceeds of $1,500.

b) Debentures

On September 26, 2019, the company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

 

26

Exhibit 99.15

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of September 30, 2019, should be read in conjunction with the unaudited condensed interim consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the three months ended July 31, 2019, together with the audited financial statements and accompanying MD&A of the Company for the year ended April 30, 2019. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars which is the Company’s reporting currency.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983 and is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

OVERVIEW

The Company has emerged as a recognized, full-service, biologics Contract Research Organization (CRO) with global operations. The Company is innovation-driven and is strategically positioned - both geographically and scientifically - to provide customized and end-to-end biologics services. They offer a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum.

 

Canada | Europe | United States

www.immunoprecise.com

 

1


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The Company’s services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi- species antibody discovery; bi-specific, tri-specific, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past 12 months, the Company has gained increasing recognition as a rising leader in the biologics, CRO space. They have focused on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

This past year, the Company announced a full-service B cell facility in Victoria, British Columbia, offering B cell screening, sorting and sequencing on a broad range of therapeutically relevant protein families, including GPCRs and other multi-membrane spanning proteins. The Company’s proprietary B cell SelectTM platform enables antibody screening directly from B cells, allowing for the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. In July 2018, IPA Europe expanded the Company’s B cell technologies to the EU, increasing its global capacity, and further differentiating ImmunoPrecise from its competitors. Months later, the Company went on to announce that, due to the platform’s greater than 90% success rate, it now offers a guarantee on the success of campaigns powered by its proprietary B cell SelectTM Antibody Discovery platform.

U-Protein Express, situated in the Dutch biotechnology hub of Utrecht, The Netherlands, has been a staple in the recombinant protein community, operating for over 15 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with over a 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of the antibodies originating from the B cell SelectTM programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. Recently, this site announced the obtainment of an exclusive license from Stanford University for one-year of exclusively on the marketing and sale of the novel protein, Wnt surrogate Fc, to the global research market.

IPA Europe’s contribution in services and intellectual property to the Company after its acquisition have been substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Adding to their proprietary services, this year, IPA Europe developed and rolled-out the aforementioned, novel service offering for the discovery of fully human antibodies, DeepDisplayTM, a combination of transgenic animal immunization and custom phage display antibody selections. While CRO services are the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint

 

Canada | Europe | United States

www.immunoprecise.com

 

2


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

ventures, acquisitions and in-licensing. The Company has strategically invested in the development and licensing of antibody discovery platforms and related intellectual property assets. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites this year, including the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

Recently, the Company formed Talem Therapeutics (“Talem”), based in Cambridge, Massachusetts, to support its internal, therapeutic, discovery programs. Talem is structured to secure assets during their discovery and development stage and seek out strategic partnerships with clinical-stage pharma and biotech companies where it will aid in the out-licensing or sale of the therapeutics for clinical trials. The ability for investors to support individual assets or portfolios generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise’s shareholders dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.

The Company’s management placed a critical emphasis this past year on building, integrating and securing the business infrastructure to facilitate scalable, strategic growth, recognize cost synergies and reduce its carbon footprint. These activities included, but were not limited to, globalizing and standardizing core information technology (IT) infrastructure such as server and client operating systems, databases, security tools, computing platforms and cloud computing, communication tools and content management platforms, to protect both the Company’s, and its client’s, IP. This move allows for cost effective and quick reaction to market demands. The Company integrated IT services including the global service desk has decreased costs and risk while removing collaboration barriers including tools that allow for communicating in different languages. They have also begun to capture synergies after the global integration of sales, marketing, R&D, management, and legal services. They have prepared for the integration of fundamental business services such as payroll, financial controls, and an Oracle suite of enterprise software. They will continue to enhance these integrations, as well as create synergies in additional areas such as M&A communications and tax integration.

STRATEGY AND OUTLOOK

Our newly formed management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

Our objective is to aggressively expand our position as the preferred, global partner for researchers across the globe. Therefore, our strategy is to deliver the leading, comprehensive and integrated continuum of protein and antibody services and enable our clients and partners to bring new and enhanced therapies to the clinic faster, by offering a progression of services with excellence and continued innovation. We believe we possess a competitive advantage which allows us to execute this strategy, as we continue to focus on our integrated end- to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our clients through the process of discovery through lead candidates. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind. In addition to the aforementioned strengths, our global footprint and streamlined processes enable us to leverage our competitive advantages to mature as the global, preferred therapeutic antibody provider.

 

Canada | Europe | United States

www.immunoprecise.com

 

3


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, in July, 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without internal research and clinical capabilities1.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly good for those CROs that fulfill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented though relatively few of full scale and breadth of service1.

The key players serving the monoclonal antibodies market are Pfizer, Inc., GlaxoSmithKline plc, Novartis AG, Merck & Co., Inc, Amgen, Inc., Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan N.V., Daiichi Sankyo Company, Ltd., Bayer AG, Bristol Myers Squibb Co., Johnson & Johnson Services, Inc., Biogen Inc., Thermo Fisher Scientific, Inc., Sanofi Genzyme, F. Hoffmann-La Roche Ltd., and Novo Nordisk A/S2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

Ongoing, growing investments in R&D are expected to continue to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, in particular, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector1.

 

1 

Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, July 3, 2019.

2 

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3 

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

4 

Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

5 

GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

 

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

 

3,030,503 common shares of the Company were issued on closing; and

 

 

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019.

 

Canada | Europe | United States

www.immunoprecise.com

 

4


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments will be made in three equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

IPA Europe is a privately held company based in Oss, The Netherlands, and specializes in the generation of monoclonal antibodies against difficult target antigens. IPA Europe applies proprietary technologies to all aspects of the antibody discovery process in research and development, diagnostic and therapeutic applications. Using its proprietary ModiFuseTM (hybridoma electrofusion), ModiSelectTM (B-cell selection) and ModiPhageTM (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. IPA Europe serves clients in Europe, the US, Asia and Russia.

 

Canada | Europe | United States

www.immunoprecise.com

 

5


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

OVERALL PERFORMANCE

During the three months ended July 31, 2019 the Company achieved revenues of $2,716,099, compared to revenues of $2,872,785 in the 2018 fiscal period. The decrease in revenue was due to project volume being down and significant time spent on R&D projects. Outlook is positive for second quarter customer project volume.

The Company’s new laboratory in Victoria is now a fully operational antibody production facility that effectively doubles its revenue generating capacity. To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

 

Canada | Europe | United States

www.immunoprecise.com

 

6


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

To support management and the Board of Directors in exercising oversight, the Company is implementing information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the Company’s human resources by:

 

   

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

 

   

Leadership and operational alignment: The Company has made changes and updates job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

In the 2020 fiscal year, the goal of the organization is to grow sales revenue and expand our brand awareness. This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our customers from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both development as well as through partnerships. To achieve the best results from its investments, the Company continued to add key scientific and management personnel to its team.

RESULTS OF OPERATIONS

During the three months ended July 31, 2019, the Company generated revenues of $2,716,099, compared to revenues of $2,872,785 in the 2018 fiscal period. This represents a 5% decrease in revenue and is due to project volume being down and significant time spent on R&D projects. Outlook is positive for second quarter customer project volume.

During the three months ended July 31, 2019, the Company achieved a gross profit of $1,376,406, compared to $1,567,826 in the 2018 fiscal period. In percentage terms, the Company’s gross profit decreased to 51% from 54% in 2018. The lower gross profit in 2019 was mostly attributable to the fact that the Company did an analysis of its costs during 2019 and has allocated a higher percentage of expenses to its cost of sales, as more expenses are considered to be directly attributable to generating revenues.

The Company recorded a net loss of $2,012,198 during the three months ended July 31, 2019, compared to net loss of $1,102,362 for the three months ended July 31, 2018. The net loss increased in 2019 due to $191,420 lower gross profit and higher expenses, primarily non-cash expenses: amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases, and the accretion expense on deferred acquisition payments. In addition, the Company continues to invest in research and development in pursuit of its goal of broadening the breadth and value of its intellectual property assets in techniques inherent in the production of human antibodies through new working partnerships with several companies with leading transgenic platforms.

 

Canada | Europe | United States

www.immunoprecise.com

 

7


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $117,200 in 2019 (2018 - $53,769) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $547,841 from $175,562 in 2018 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $22,340 in 2019 (2018 - $163,320) and professional fees of $149,720 (2018 - $277,803) were lower compared to 2018, because much of the consulting and professional fees incurred in 2018 were one-time costs to support initiatives focused on operational efficiency training programs, and systems implementation.

 

   

The office and general expense of $223,335 (2018 - $143,540) was higher compared to 2018 due to the expansion of the Company’s laboratory facilities, an increase in commercial activities and the acquisitions of U-Protein and IPA Europe (e.g., auditing, third-party business valuation, etc.).

 

   

Research and development of $167,260 (2018 - $31,788) increased, primarily as a result of the fact that the Company focused more efforts on the investment in research and development as well as the increase in the number of R&D related projects.

 

   

Salaries and benefits expense increased to $1,096,244 from $927,039 in 2018, primarily because the Company has continued to add key scientific and management personnel to its team.

 

   

The Company recorded a share-based payments expense of $285,995 (2018 - $311,700) as a result of the vesting of the 2,060,000 stock options granted during the April 30, 2019 fiscal year versus 4,090,000 stock options granted during the April 30, 2018 fiscal year. The option plan is aimed to align staff to the future company growth plans.

 

   

The travel expense increased to $119,305 from $73,028 in 2018 due to an increase in marketing activities and business-related travel required in connection with managing a global organization.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

 

     Three Months Ended ($)  
     July 31,
2019
     April 30,
2019
     January 31,
2019
     October 31,
2018
 

Total revenue

     2,716,099        2,641,109        2,695,583        2,716,791  

Net loss

     (2,012,198      (3,842,317      (1,187,056      (1,485,732

Basic and diluted loss per share*

     (0.03      (0.06      (0.02      (0.02
  

 

 

    

 

 

    

 

 

    

 

 

 
     Three Months Ended ($)  
     July 31,
2018
     April 30,
2018
     January 31,
2018
     October 31,
2017
 

Total revenue

     2,872,785        1,810,722        1,723,308        1,316,261  

Net income (loss)

     (1,102,362      (2,198,428      (1,211,591      (903,252

Basic and diluted loss per share*

     (0.02      (0.04      (0.03      (0.02
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

The losses for the quarters ended April 30, 2019 and April 30, 2018 are greater than other quarters, as the Company invested heavily in growth enabling initiatives and also due to the catch-up amortization recorded of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

Canada | Europe | United States

www.immunoprecise.com

 

8


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the condensed consolidated interim financial statements and accompanying notes for the condensed consolidated interim financial statements for the three months ended July 31, 2019 and the consolidated financial statements and accompanying notes to the financial statements for the year ended April 30, 2019.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted operating EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

The Company defines adjusted operating expenses as operating expenses before share-based compensation, depreciation, amortization and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

 

     July 31,
2019
$
     July 31,
2018
$
 

Net loss

     (2,012,198      (1,102,362

Income taxes (recovery)

     (4,055      37,452  

Amortization and depreciation expense

     547,841        175,562  

Accretion

     552,893        237,539  

Foreign exchange gain

     (112,976      (82,490

Interest expense

     118,960        118,431  

Interest and other income

     (12,402      (43,515

Share-based payments

     285,995        311,700  
  

 

 

    

 

 

 

Adjusted EBITDA

     (635,942      (347,683
  

 

 

    

 

 

 
     July 31,
2019
$
     July 31
2018
$
 

Operating expenses

     (2,852,168      (2,438,712

Amortization and depreciation expense

     547,841        175,562  

Foreign exchange gain

     (112,976      (82,490

Interest expense

     118,960        118,431  

Share-based payments

     285,995        311,700  
  

 

 

    

 

 

 

Adjusted Operating Expenses

     (2,012,348      (1,915,509
  

 

 

    

 

 

 

 

Canada | Europe | United States

www.immunoprecise.com

 

9


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

FINANCING ACTIVITIES

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in fiscal year 2019.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred acquisition payment to IPA Europe. The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500.

During the three months ended July 31, 2019, the Company issued 50,000 common shares pursuant to exercise of stock options for total gross proceeds of $15,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

 

Canada | Europe | United States

www.immunoprecise.com

 

10


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at July 31, 2019, the Company held cash of $4,951,871 (April 30, 2019 – $5,471,650) and had working capital of $1,414,052 (2018 – $2,673,667). During the three months ended July 31, 2019, the Company used $243,514 in its operating activities. As part of the investing activities, the Company made equipment purchases of $70,894 and made incurred internally generated development costs of $10,621. As part of the financing activities, the Company received $15,000 from exercise of stock options, received $1,500 from subscriptions received, offset by lease repayments of $105,075 and loan repayments of $20,398.

On September 26, 2019, the company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

The Company’s consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $2,012,198 for the three months ended July 31, 2019 and has accumulated a deficit of $19,543,424 as at July 31, 2019. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at July 31, 2019, the Company does not have any commitments for capital expenditures.

CAPITAL EXPENDITURES

The Company made equipment purchases of $70,894 during the three months ended July 31, 2019 (2018 -

$24,099). During the three months ended July 31, 2019, the Company also incurred internally generated development costs of $10,621.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three months ended July 31, 2019 and 2018, the compensation for key management is as follows:

 

Canada | Europe | United States

www.immunoprecise.com

 

11


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

     2019
$
     2018
$
 

Management fees(1)

     45,148        103,980  

Professional fees(2)

     —          13,075  

Salaries and other short-term benefits(3)

     485,845        101,830  

Share-based payments

     264,882        175,092  
  

 

 

    

 

 

 
     795,875        393,977  
  

 

 

    

 

 

 

 

(1)

The charge includes management fees paid to Dr. Martin Hessing, a Director of U-Protein and Dr. Jos Raats, former President and CEO of IPA Europe.

(2)

The charge includes professional fees paid to Malaspina Consultants Inc. in which Natasha Tsai was an associate until July 31, 2018 and an owner thereafter.

(3)

The charge includes salaries and benefits paid to Dr. Jennifer Bath and former management that includes Thomas D’Orazio, Robert Beecroft Dr. Oren Beske and Reginald Beniac.

During the three months ended July 31, 2019, the spouse of a Director provided administrative services for $nil (2018 – $15,625).

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at September 30, 2019 is as follows:

 

Security

   Number      Exercise Price      Expiry date  

Issued and outstanding common shares

     67,994,445        NA        NA  

Stock options

     653,333      $ 0.30        December 20, 2021  

Stock options

     1,035,000      $ 1.01        September 18, 2022  

Stock options

     750,000      $ 0.65        January 3, 2023  

Stock options

     700,000      $ 0.47        February 7, 2023  

Stock options

     95,000      $ 0.95        September 24, 2023  

Stock options

     300,000      $ 0.82        November 7, 2023  

Stock options

     1,250,000      $ 1.00        December 31, 2023  

Stock options

     415,000      $ 1.00        January 11, 2024  

Warrants

     875,000      $ 1.00        June 18, 2020  

Warrants

     9,102,500      $ 1.25        September 24, 2020  

Warrants

     1,377,000      $ 1.25        October 25, 2020  

Warrants

     6,793,942      $ 0.70        March 26, 2022  
  

 

 

       

Total

     91,341,220        

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

 

Canada | Europe | United States

www.immunoprecise.com

 

12


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

      

2020

     88,415  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3-year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

SUBSEQUENT EVENTS

Exercise of Stock Options

Subsequent to the three months ended July 31, 2019, the Company issued 5,000 common shares pursuant to the exercise of stock options for total gross proceeds of $1,500.

Debentures

On September 26, 2019, the company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

 

Canada | Europe | United States

www.immunoprecise.com

 

13


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

 

Canada | Europe | United States

www.immunoprecise.com

 

14


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs .

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

 

Canada | Europe | United States

www.immunoprecise.com

 

15


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the three months ended July 31, 2019 and this accompanying MD&A.

 

Canada | Europe | United States

www.immunoprecise.com

 

16


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, investment, accounts payable and accrued liabilities, loans payable, deferred acquisition payments and debentures. The fair value of investment is determined based on “Level 1” inputs which consist of quoted prices in active markets for identical assets. As at July 31, 2019, the Company believes that the carrying values of cash, amounts receivable, accounts payable and accrued liabilities, deferred payments, debentures, and loans payable approximate their fair values because of their nature and relatively short maturity dates or durations.

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a

 

Canada | Europe | United States

www.immunoprecise.com

 

17


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

 

price war among the Company’s competitors may adversely affect the business and results of operations. Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the recent acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

Canada | Europe | United States

www.immunoprecise.com

 

18

Exhibit 99.16

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, the Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended July 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.

 

Date: September 30, 2019

“Lisa Helbling”

Lisa Helbling
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.17

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, the Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended July 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.

 

Date: September 30, 2019

“Jennifer Bath”

Jennifer Bath
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.18

 

LOGO   

ImmunoPrecise Antibodies Announces 95.7% Investors Favored Debenture Extension and Q1 2020 Financial Results

VICTORIA, Sept. 30, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) an industry leader in the discovery of novel, therapeutic monoclonal antibodies, announces today that it has signed extension agreements with its Debenture Holders of the amended terms and conditions on its $2,750,000 debenture that was originally issued September 26, 2018. The Company has also released its financial results for the first quarter ended July 31st, 2019. The financial statements and related management’s discussion and analysis (“MD&A”) can be viewed on SEDAR at www.sedar.com.

The Debenture:

The debenture, which originally matured on September 26, 2019, has been amended to extend the maturity date until March 26, 2020. The terms of the amendment will also include an additional 2.5% interest payment on the ongoing 10% rate.

Financial Highlights:

Revenue. During the three months ended July 31, 2019, the Company generated revenues of $2,716,099, compared to revenues of $2,872,785 in the 2018 fiscal period. This represents a 5% decrease in revenue and is due to project volume being down and significant time spent on R&D projects. Outlook is positive for second quarter customer project volume.

Gross Margin. During the three months ended July 31, 2019, the Company achieved a gross profit of $1,376,406, compared to $1,567,826 in the 2018 fiscal period. In percentage terms, the Company’s gross profit decreased to 51% from 54% in 2018. The lower gross profit in 2019 was mostly attributable to the fact that the Company did an analysis of its costs during 2019 and has allocated a higher percentage of expenses to its cost of sales, as more expenses are considered to be directly attributable to generating revenues.

Net Loss. The Company recorded a net loss of $2,012,198 during the three months ended July 31, 2019, compared to net loss of $1,102,362 for the three months ended July 31, 2018. The net loss increased in 2019 due to $191,420 lower gross profit and higher expenses, primarily non-cash expenses: amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases, and the accretion expense on deferred acquisition payments. In addition, the Company continues to invest in research and development in pursuit of its goal of broadening the breadth and value of its intellectual property assets in techniques inherent in the production of human antibodies through new working partnerships with several companies with leading transgenic platforms.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive, single-cell interrogation technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.


ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/September2019/30/c1633.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:45e 30-SEP-19

Exhibit 99.19

 

Date: September 30, 2019     

LOGO

510 Burrard St, 3rd Floor

Vancouver BC, V6C 3B9

www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: IMMUNOPRECISE ANTIBODIES LTD.

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 Meeting
Record Date for Notice of Meeting :    September 25, 2019
Record Date for Voting (if applicable) :    September 25, 2019
Beneficial Ownership Determination Date :    September 25, 2019
Meeting Date :    November 22, 2019 (AMENDED)
Meeting Location (if available) :    Vancouver, BC
Issuer sending proxy related materials directly to NOBO:    Yes
Issuer paying for delivery to OBO:    No
Notice and Access (NAA) Requirements:   

NAA for Beneficial Holders

   No

NAA for Registered Holders

   No

Voting Security Details:

 

Description    CUSIP Number    ISIN
COMMON SHARES    45257F101    CA45257F1018

Sincerely,

Computershare

Agent for IMMUNOPRECISE ANTIBODIES LTD.

Exhibit 99.20

 

LOGO   

ImmunoPrecise Antibodies Appoints Biotech Industry Executive Dr. Stefan Lang as Chief Business Officer

VICTORIA, Oct. 1, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced the appointment of industry professional and leader, Dr. Stefan Lang, as Chief Business Officer. In this newly created role, Dr. Lang, who has more than 20 years of experience as a senior executive in the biotechnology industry, will be responsible for corporate and business development initiatives, as well as corporate and product strategic planning.

“We are excited to welcome Dr. Lang to ImmunoPrecise. He brings an impressive breadth of leadership expertise in the biotech industry, including experience working at the organizational level and as a globally-recognized and respected leader in antibody business development” said Dr. Jennifer Bath, Chief Executive Officer of ImmunoPrecise. “We look forward to Dr. Lang’s insightful contributions as we pursue our mission of transforming next generation antibody therapeutics and diagnostics.”

Dr. Lang joins ImmunoPrecise from Aldevron LLC, where he served as the Vice President of Business Development. He brings extensive background knowledge in the therapeutic antibody sector including corporate strategy, R&D innovation, sales and business development. He holds a Dr. rer. nat. in biology from the technical university of Karlsruhe, Germany.

“I am thrilled to join ImmunoPrecise Antibodies at such an exciting time in the Company’s development,” said Dr. Lang. “In only a few years, ImmunoPrecise has established itself as a leader in the antibody discovery space, with a clear vision and the technical capabilities to become the preferred partner of choice for this industry. I see tremendous opportunity to build on this progress and I am eager to lend my expertise to ImmunoPrecise as the partner-of-choice for biopharmaceutical companies pursuing antibody discovery in immunotherapies and diagnostics. I look forward to leveraging my extensive business development and commercial experience to support the Company’s strategic plan.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM single-cell technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. All of these technologies integrate seamlessly with IPA’s integrated ArtemisTM Intelligence Metadata (AIM)TM capabilities to enable rapid turnaround on additional outputs in therapeutic optimization, stability, affinity, and manufacturability.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact,


may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/October2019/01/c5469.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 01-OCT-19

Exhibit 99.21

 

LOGO   

ImmunoPrecise Strengthens Board of Directors with Antibody Business Leader, Brian Lundstrom

VICTORIA, Oct. 3, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced the appointment of Brian Lundstrom to the company’s Board of Directors. Dr. James Kuo, ImmunoPrecise Chairman, noted: “With the addition of Mr. Lundstrom, ImmunoPrecise further strengthens its strategic and operational commitment to industry-leading therapeutic antibody discovery for both its clients and the company’s emerging internal pipeline.”

Trained in immunology and international business, Mr. Lundstrom has over 30 years’ experience from mostly publicly traded companies with a focus on antibody therapeutics. He started his career with product and clinical development for Novo Nordisk, in Europe, in 1987 and moved to the US in 1993 to form a dedicated business development function. He subsequently served as business development and financing lead for publicly traded companies such as OGS (now UCB), SangStat (now a Division of Sanofi Genzyme), ACADIA and ISCO. This included SangStat’s $600M sale and integration into Genzyme in 2003.

Since 2011, Mr. Lundstrom has established global business leadership in transgenic animals for discovery of human therapeutic antibodies, first with OMT, and then with Ligand Pharmaceuticals Incorporated (NASDAQ:LGND), after their $178M acquisition of OMT.

“We welcome Brian Lundstrom to our board and consider his immense experience in developing and closing pharma partnerships as a tremendous benefit to the company, as ImmunoPrecise continues to take stage as a leader in data-driven, therapeutic antibody discovery,” said Dr. Jennifer Bath, President and CEO of ImmunoPrecise.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive single-cell interrogation technology and the DeepDisplayTM custom, OmniAb-based phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its


experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/October2019/03/c9898.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 03-OCT-19

Exhibit 99.22

 

LOGO   

ImmunoPrecise Adopts Shareholder Rights Plan

VICTORIA, Oct. 18, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF), an industry leader in the discovery of novel, therapeutic antibodies, announces that its Board of Directors has adopted a shareholder rights plan (the “Shareholder Rights Plan”) effective October 17, 2019. The Shareholder Rights Plan has been accepted for filing by the TSX Venture Exchange (“TSXV”), subject to certain conditions, including ratification by the Company’s shareholders at its upcoming annual general meeting of shareholders scheduled to be held on November 22, 2019 (the “AGM”). The Shareholder Rights Plan is similar to rights plans adopted by other Canadian companies and ratified by their shareholders.

The purpose of the Rights Plan is to ensure that all shareholders are treated fairly in connection with any offer to acquire the outstanding common shares of the Company and that the board of directors of the Company has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid. The Shareholder Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid. If ratified by shareholders of the Company at the AGM, the Shareholder Rights Plan will be in effect for a term of three years.

A summary of the principal terms and conditions of the Shareholder Rights Plan will be set out in the Company’s Management Information Circular to be mailed to shareholders prior to the AGM. A copy of the complete Shareholder Rights Plan will be filed on SEDAR.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive, single-cell interrogation technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than


anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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http://www.newswire.ca/en/releases/archive/October2019/18/c6691.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:32e 18-OCT-19

IMMUNOPRECISE ANTIBODIES LTD.

 

 

  

Exhibit 99.23

 

 

 

LOGO

  

 

Security Class

 

Holder Account Number

 

        

        

    

Fold

Voting Instruction Form (“VIF”) - Annual General Meeting to be held on Friday, November 22, 2019  
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS  
1.    We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.  
2.    We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.  
3.    If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.  
4.    This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.  
5.    If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.  
6.    When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.  
7.    This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.  
8.    Your voting instructions will be recorded on receipt of the VIF.  
9.    By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.  
10.    If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.  
11.    This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.  

        

    

Fold

VIFs submitted must be received by 10:00 am, Pacific Time, on Wednesday, November 20, 2019

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

LOGO

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER


LOGO

Appointee(s)
Management Appointees are: Jennifer Bath, an officer and director of
OR
If you wish to attend in person or appoint
the Company, or failing her, James Kuo, a director of the Company, or
someone else to attend on your behalf,
failing him, Lisa Helbling, an officer of the Company, or failing her, Paul
print your name or the name of your
Andreola, a director of the Company
appointee in this space (see Note #3 on
reverse).
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the securityholder 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 Meeting of securityholders of Immunoprecise Antibodies Ltd. to be held at
Northwest Law Group Barrister and Solicitors, Suite 704, 595 Howe Street, Vancouver, BC on Friday, November 22, 2019 at 10:00 am, Pacific Time and at any adjournment or postponement
thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For
Against
1. Number of Directors
To Set the Number of Directors at seven (7).
————  
2. Election of Directors
Fold
For
Withhold
For
Withhold
For
Withhold
01. Jennifer Bath
02. James Kuo
03. Greg Smith
04. Robert Beecroft
05. Robert Burke
06. Paul Andreola
07. Brian Lundstrom
For
Withhold
3. Appointment of Auditors
Appointment of Crowe MacKay LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
For
Against
4. Stock Option Plan
To consider and, if thought fit, to pass an ordinary resolution approving and ratifying the Company’s currently implemented Stock Option Plan, as
more fully set out in the accompanying Information Circular.
For
Against
5. Shareholder Rights Plan
————  
Fold
To consider, and if thought fit, to pass an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, approving
and ratifying the Company’s Shareholder Rights Plan, as more particularly described in the accompanying Information Circular.
Authorized Signature(s)—This section must be completed for your
Signature(s)
Date
instructions to be executed.
If you are voting on behalf of a corporation or another individual you may be required to provide
documentation evidencing your power to sign this VIF with signing capacity stated.
Interim Financial Statements - Mark this box if you would
Annual Financial Statements - Mark this box if you would
like to receive Interim Financial Statements and
like to receive the Annual Financial Statements and
accompanying Management’s Discussion and Analysis by
accompanying Management’s Discussion and Analysis by
mail.
mail.
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

 

 

T L R Q 3 0 1 0 5 6 A R 1

Exhibit 99.24

IMMUNOPRECISE ANTIBODIES LTD.

Unit 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders of ImmunoPrecise Antibodies Ltd. (the “Company”) will be held at Suite 704, 595 Howe Street, Vancouver, BC, V6C 2T5 on Friday, November 22, 2019 at 10:00 a.m. (PST) for the following purposes:

 

1.

to set the number of directors at seven (7) persons;

 

2.

to elect Jennifer Bath, James Kuo, Greg Smith, Robert Beecroft, Robert Burke, Paul Andreola and Brian Lundstrom as directors of the Company for the ensuing year;

 

3.

to appoint Crowe MacKay LLP as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

 

4.

to consider, and if thought fit, to pass an ordinary resolution approving and ratifying the Company’s 10% rolling stock option plan as more particularly described in the accompanying Information Circular;

 

5.

to consider, and if thought fit, to pass an ordinary resolution approving and ratifying the Company’s shareholder rights plan, as more particularly described in the accompanying Information Circular; and

 

6.

to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

All registered shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Board of Directors (the “Board”) requests that all registered shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a registered shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (Vancouver, British Columbia time) on Wednesday, November 20, 2019 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on September 25, 2019 will be entitled to vote at the Meeting.

If you are a non-registered Shareholder of the Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.

An Information Circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 22rd day of October, 2019.

ON BEHALF OF THE BOARD

IMMUNOPRECISE ANTIBODIES LTD.

“Jennifer Bath”

Jennifer Bath

Chief Executive Officer, President and Director

Exhibit 99.25

IMMUNOPRECISE ANTIBODIES LTD.

Unit 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders of ImmunoPrecise Antibodies Ltd. (the “Company”) will be held at Suite 704, 595 Howe Street, Vancouver, BC, V6C 2T5 on Friday, November 22, 2019 at 10:00 a.m. (PST) for the following purposes:

 

1.

to set the number of directors at seven (7) persons;

 

2.

to elect Jennifer Bath, James Kuo, Greg Smith, Robert Beecroft, Robert Burke, Paul Andreola and Brian Lundstrom as directors of the Company for the ensuing year;

 

3.

to appoint Crowe MacKay LLP as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

 

4.

to consider, and if thought fit, to pass an ordinary resolution approving and ratifying the Company’s 10% rolling stock option plan as more particularly described in the accompanying Information Circular;

 

5.

to consider, and if thought fit, to pass an ordinary resolution approving and ratifying the Company’s shareholder rights plan, as more particularly described in the accompanying Information Circular; and

 

6.

to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

All registered shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Board of Directors (the “Board”) requests that all registered shareholders who will not be attending the Meeting in person read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a registered shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (Vancouver, British Columbia time) on Wednesday, November 20, 2019 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on September 25, 2019 will be entitled to vote at the Meeting.

If you are a non-registered Shareholder of the Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.

An Information Circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 22rd day of October, 2019.

ON BEHALF OF THE BOARD

IMMUNOPRECISE ANTIBODIES LTD.

“Jennifer Bath”

Jennifer Bath

Chief Executive Officer, President and Director

IMMUNOPRECISE ANTIBODIES LTD.

 

 

 

  

Exhibit 99.26

 

 

LOGO

  

 

Security Class

 

Holder Account Number

 

                   
      

Fold

Form of Proxy - Annual General Meeting to be held on Friday, November 22, 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 10:00 am, Pacific Time, on Wednesday, November 20, 2019

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

LOGO

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

Appointment of Proxyholder
I/We being holder(s) of Immunoprecise Antibodies Ltd. hereby appoint (s): Jennifer Bath, an officer and director of the Company, or failing her, James Kuo, a director of the Company, or failing him, Lisa Helbling, an officer of the Company, or failing her, Paul Andreola, a director of the Company
OR
Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.
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 Meeting of shareholders of Immunoprecise Antibodies Ltd. to be held at Northwest Law Group Barrister and Solicitors, Suite 704, 595 Howe Street, Vancouver, BC on Friday, November 22, 2019 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 

For
Against
1. Number of Directors
To Set the Number of Directors at seven (7).
————  
2. Election of Directors
Fold
For
Withhold
For
Withhold
For
Withhold
01. Jennifer Bath
02. James Kuo
03. Greg Smith
04. Robert Beecroft
05. Robert Burke
06. Paul Andreola
07. Brian Lundstrom
For
Withhold
3. Appointment of Auditors
Appointment of Crowe MacKay LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
For
Against
4. Stock Option Plan
To consider and, if thought fit, to pass an ordinary resolution approving and ratifying the Company’s currently implemented Stock Option Plan, as
more fully set out in the accompanying Information Circular.
For
Against
5. Shareholder Rights Plan
————  
Fold
To consider, and if thought fit, to pass an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, approving
and ratifying the Company’s Shareholder Rights Plan, as more particularly described in the accompanying Information Circular.
Authorized Signature(s)—This section must be completed for your
Signature(s)
Date
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.
Interim Financial Statements - Mark this box if you would
Annual Financial Statements - Mark this box if you would
like to receive Interim Financial Statements and
like to receive the Annual Financial Statements and
accompanying Management’s Discussion and Analysis by
accompanying Management’s Discussion and Analysis by
mail.
mail.
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.
T L R Q 3 0 1 0 5 7 A R 1

Exhibit 99.27

SHAREHOLDER RIGHTS PLAN AGREEMENT

BETWEEN

IMMUNOPRECISE ANTIBODIES LTD.

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

Made as of October 17, 2019


TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

 

1.1

  Certain Definitions      1  

1.2

  Currency      15  

1.3

  Number and Gender      15  

1.4

  Sections      15  

1.5

  Statutory References      16  

1.6

  Calculation of Voting Shares Beneficially Owned      16  

1.7

  Acting Jointly or in Concert      16  

1.8

  Generally Accepted Accounting Principles      16  
  ARTICLE 2   
  THE RIGHTS   

2.1

  Issuance of Rights; Legend on Share Certificates      17  

2.2

  Initial Exercise Price; Exercise of Rights; Detachment of Rights      17  

2.3

  Adjustments to Exercise Price; Number of Rights      21  

2.4

  Date on Which Exercise is Effective      26  

2.5

  Execution, Authentication, Delivery and Dating of Rights Certificates      26  

2.6

  Registration, Transfer and Exchange      27  

2.7

  Mutilated, Lost, Stolen and Destroyed Rights Certificates      27  

2.8

  Persons Deemed Owners      28  

2.9

  Delivery and Cancellation of Certificates      28  

2.10

  Agreement of Rights Holders      28  

2.11

  Exclusion of Warranty by Rights Agent      29  
  ARTICLE 3   
  ADJUSTMENTS TO THE RIGHTS   

3.1

  Flip-in Event      29  

3.2

  Fiduciary Duties of the Board of Directors      31  
  ARTICLE 4   
  THE RIGHTS AGENT   

4.1

  General      31  

4.2

  Merger, Amalgamation, Consolidation or Change of Name of Rights Agent      32  

4.3

  Duties of Rights Agent      33  

4.4

  Change of Rights Agent      34  

4.5

  Compliance with Anti-Money Laundering Legislation      35  

4.6

  Privacy Legislation      35  
  ARTICLE 5   
  MISCELLANEOUS   

5.1

  Redemption, Waiver, Extension and Termination      35  

5.2

  Expiration      37  

5.3

  Issuance of New Rights Certificates      37  

5.4

  Supplements and Amendments      38  

5.5

  Fractional Rights and Fractional Shares      39  


5.6

  Rights of Action      39  

5.7

  Holder of Rights Not Deemed a Shareholder      40  

5.8

  Notice of Proposed Actions      40  

5.9

  Notices      40  

5.10

  Costs of Enforcement      41  

5.11

  Regulatory Approvals      41  

5.12

  Declaration as to Non-Canadian and Non-United States Holders      41  

5.13

  Successors      42  

5.14

  Benefits of this Agreement      42  

5.15

  Shareholder Reconfirmation      42  

5.16

  Determinations and Actions by the Board of Directors      42  

5.17

  Force Majeure      42  

5.18

  Governing Law      42  

5.19

  Language      43  

5.20

  Severability      43  

5.21

  Effective Date      43  

5.22

  Time of the Essence      43  

5.23

  Counterparts      44  

 

- 2 -


SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS AGREEMENT is made as of the 17th day of October, 2019 between:

IMMUNOPRECISE ANTIBODIES LTD., a corporation subsisting under the laws of British Columbia (the “Corporation”)

and

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada (the “Rights Agent”).

WHEREAS the board of directors of the Corporation has determined that it is in the best interests of the Corporation to adopt a shareholder rights plan in order to ensure, to the extent possible, that: (i) all shareholders of the Corporation are treated fairly in connection with any Offer to Acquire the outstanding Voting Shares, and (ii) the board of directors of the Corporation has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives, as appropriate, to any unsolicited Offer to Acquire the outstanding Voting Shares.

AND WHEREAS each Right (as defined herein) issued pursuant to this Agreement entitles the holder thereof, from and after the Separation Time (as defined herein), to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth herein;

AND WHEREAS the Corporation desires to appoint the Rights Agent to act on behalf of the Corporation and the holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as defined herein), the exercise of Rights and other matters referred to herein;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, the Corporation and the Rights Agent hereby agree as follows:

ARTICLE 1

INTERPRETATION

 

1.1

Certain Definitions

For the purposes of this Agreement, including the recitals hereto, the following terms have the meanings indicated:

 

  (a)

Acquiring Person” means any Person who is the Beneficial Owner of 20% or more of the then outstanding Voting Shares, but does not include:

 

  (i)

the Corporation or any Subsidiary of the Corporation;

 

  (ii)

any Person who becomes the Beneficial Owner of 20% or more of the then outstanding Voting Shares as a result of one or any combination of:

 

  (A)

a Voting Share Reduction,

 

  (B)

a Permitted Bid Acquisition,

 

  (C)

an Exempt Acquisition,


ImmunoPrecise Antibodies Ltd.

Shareholder Rights Plan Agreement

 

Page 2 of 44

    

 

  (D)

a Convertible Security Acquisition, or

 

  (E)

a Pro Rata Acquisition,

provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the then outstanding Voting Shares by reason of one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition or a Pro Rata Acquisition, and thereafter becomes the Beneficial Owner of an additional 1% or more of the then outstanding Voting Shares (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition or a Pro Rata Acquisition or any combination thereof), then, as of the date that such Person becomes the Beneficial Owner of such additional Voting Shares, such Person shall become an “Acquiring Person”;

 

  (iii)

for the period of 10 days after the Disqualification Date, any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on subsection 1.1(f)(ii)(B) where such disqualification results solely because such Person is making or has announced a current intention to make a Take-over Bid, either alone or by acting jointly or in concert with any other Person, unless such disqualified Person during such 10 day period acquires an additional 1% or more of the then outstanding Voting Shares. For the purposes of this definition, “Disqualification Date” means the first date of public announcement that such Person is making or intends to make a Take-over Bid, either alone or by acting jointly or in concert with another Person;

 

  (iv)

an underwriter or a member of a banking or selling group that becomes the Beneficial Owner of 20% or more of the Voting Shares in connection with a distribution of securities pursuant to an underwriting agreement with the Corporation; or

 

  (v)

a Person (a “Grandfathered Person”) who is the Beneficial Owner of more than 20% of the outstanding Voting Shares determined as at the Record Time, provided, however, that this exception shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time: (1) cease to own more than 20% of the outstanding Voting Shares, or (2) become the Beneficial Owner of any additional Voting Shares that increases its Beneficial Ownership of Voting Shares by more than 1.0% of the number of Voting Shares outstanding as at the Record Time (other than pursuant to one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition or a Pro Rata Acquisition).

 

  (b)

Affiliate”, when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person.

 

  (c)

Agreement” means this shareholder rights plan agreement between the Corporation and the Rights Agent, as amended, supplemented or restated from time to time.


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Shareholder Rights Plan Agreement

 

Page 3 of 44

    

 

  (d)

Associate”, when used to indicate a relationship with a specified Person, means any relative of such specified Person who has the same home as such specified Person, or any person to whom such specified Person is married, or any person with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such spouse or other Person who has the same home as such specified Person.

 

  (e)

BCBCA” means the Business Corporations Act, S.B.C. 2002, c. 57, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto.

 

  (f)

(i)      A Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:

 

  (A)

any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

 

  (B)

any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity, whether such right is exercisable immediately or within a period of 60 days thereafter and whether or not on the condition or occurrence of a contingency or the making of one or more payments, upon the conversion, exchange or exercise of any Convertible Security or pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing, other than:

 

  (1)

customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities;

 

  (2)

pledges of securities in the ordinary course of the pledgee’s business; or

 

  (3)

agreements between the Corporation and any Person 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

 

  (C)

any securities that are Beneficially Owned within the meaning of subsections 1.1(f)(i)(A) or 1.1(f)(i)(B) by any other Person with which such Person is acting jointly or in concert.

 

  (ii)

Notwithstanding the provisions of subsection 1.1(f)(i), a Person shall not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any security solely by reason of any one or more of the following circumstances:

 

  (A)    (1)

the holder of such security having agreed to deposit or tender such security to a Take-over Bid made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert pursuant to a Permitted Lock-Up Agreement, or


ImmunoPrecise Antibodies Ltd.

Shareholder Rights Plan Agreement

 

Page 4 of 44

    

 

  (2)

such security having been deposited or tendered pursuant to a Take-over Bid made by such Person or any of such Person’s Affiliates or Associates or made by any other Person acting jointly or in concert with such Person until such deposited or tendered security has been taken up or paid for, whichever shall first occur;

 

  (B)

such Person, any Affiliate or Associate of such Person or any other Person acting jointly or in concert with such Person holding such security; provided that:

 

  (1)

the ordinary business of such Person (the “Portfolio Manager”) includes the management or administration of investment funds for other Persons (which, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Portfolio Manager in the ordinary course of such business in the performance of the Portfolio Manager’s duties for the account of any other Person (a “Client”), including non-discretionary accounts held on behalf of a Client by a registered broker or dealer,

 

  (2)

the ordinary business of such Person (the “Fund Manager”) is manager or trustee of one or more mutual funds registered or qualified to issue its securities under the laws of Canada or the United States of America or any province or state thereof (each, a “Mutual Fund”), or such Person is a Mutual Fund, and holds such security for the purposes of its activity as such Fund Manager or Mutual Fund,

 

  (3)

such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws 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 such security in the ordinary course of such duties for such Estate Accounts or for such Other Accounts,

 

  (4)

such Person (the “Crown Agent”) is established by statute for purposes that include, and the ordinary business or activity of such Person includes, the management of investment funds for employee benefit plans, pension plans and insurance plans of various public bodies, or

 

  (5)

such Person (the “Plan Administrator”) is the administrator or the trustee of one or more pension funds or plans registered under the laws of Canada, the United States of America, the European Union or any province, state or other political subdivision thereof (each, a “Plan”), or is a Plan, and holds such security for the purposes of its activity as such Plan Administrator or Plan,


ImmunoPrecise Antibodies Ltd.

Shareholder Rights Plan Agreement

 

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  provided; however, that in any of the foregoing cases, the Portfolio Manager, the Fund Manager, the Mutual Fund, the Trust Company, the Crown Agent, the Plan Administrator or the Plan, as the case may be, is not then making or has not then announced an intention to make, a Take-over Bid, other than an Offer to Acquire Voting Shares or other securities pursuant to a distribution by the Corporation, a Permitted Bid or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such Person) executed through the facilities of the Exchange, alone or by acting jointly or in concert with any other Person;

 

  (C)

such Person is a Client of the same Portfolio Manager as another Person on whose account the Portfolio Manager holds such security, or because such Person is an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security or because such Person is a Plan with the same Plan Administrator as another Plan on whose account the Plan Administrator holds such security;

 

  (D)

such Person is a Client of a Portfolio Manager and such security is owned at law or in equity by the Portfolio Manager or because such Person is an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company or such Person is a Plan and such security is owned at law or in equity by the Plan Administrator of such Plan; or

 

  (E)

such Person is the registered holder of securities as a result of carrying on the business, or acting as a nominee, of a securities depositary.

 

  (g)

Board of Directors” means the board of directors of the Corporation or any duly constituted and empowered committee thereof.

 

  (h)

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.

 

  (i)

Book Entry Rights Exercise Procedures” has the meaning ascribed thereto in subsection 2.2(c).

 

  (j)

Business Day” means any day, other than a Saturday or Sunday or a day on which banking institutions in Vancouver, British Columbia are authorized or obligated by law to close.

 

  (k)

Canadian Dollar Equivalent” of any amount which is expressed in United States dollars means on any date the Canadian dollar equivalent of such amount determined by reference to the U.S. - Canadian Exchange Rate in effect on such date.

 

  (l)

certificate” means either a physical paper certificate or a Direct Registration System (DRS) form evidencing the ownership of Shares or Rights.


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  (m)

Close of Business” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the principal office of the transfer agent for the Common Shares in Vancouver, British Columbia (or after the Separation Time, the principal office of the Rights Agent in Vancouver, British Columbia) is closed to the public; provided, however, that for the purposes of the definitions of “Competing Permitted Bid” and “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).

 

  (n)

Closing Price” per security of any securities on any date of determination means:

 

  (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 of such securities as reported by the principal stock exchange or national securities quotation system on which such securities are listed or admitted to trading (provided that, if at the date of determination such securities are listed or admitted to trading on more than one stock exchange or national securities quotation system, then such price or prices shall be determined based upon the stock exchange or quotation system on which such securities are then listed or admitted to trading on which the largest number of such securities were traded during the most recently completed calendar year);

 

  (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 a stock exchange or a national securities quotation system, then the last sale price, or in case no sale takes place on such date, the average of the high bid and low asked prices for each of such securities in the over-the-counter market, as quoted by any reporting system then in use;

 

  (iii)

if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a stock exchange or a national securities quotation system or quoted by any such reporting system, then 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; or

 

  (iv)

if for any reason none of such prices are available on such date, then the “Closing Price” per security of such securities on such date shall mean the fair value per security of the securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker with respect to the fair value per security of such securities and, if the Closing Price so determined is expressed in United States dollars, then such amount shall be converted to the Canadian Dollar Equivalent.

 

  (o)

Common Shares” means the common shares in the share capital of the Corporation as presently constituted, as such shares may be subdivided, consolidated, reclassified or otherwise changed from time to time.

 

  (p)

Competing Permitted Bid” means a Take-over Bid that:

 

  (i)

is made after a Permitted Bid or another Competing Bid has been made and prior to the expiry, termination or withdrawal of such Permitted Bid or Competing Permitted Bid;


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  (ii)

satisfies all components of the definition of a Permitted Bid other than the requirement set forth in subsection 1.1(oo)(ii)(A) of the definition of a Permitted Bid; and

 

  (iii)

contains, and the take-up and payment for securities tendered or deposited thereunder is subject to, an irrevocable and unqualified condition that no Voting Shares and/or Convertible Securities will be taken up or paid for pursuant to such 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 at any time and as soon as such time as when such Take-over Bid ceases to meet any or all of the provisions of this definition.

 

  (q)

Controlled” means as follows:

 

  (i)

a body corporate is “controlled” by another Person or two or more other Persons acting jointly or in concert if:

 

  (A)

securities entitled to vote in the election of directors of such body corporate carrying more than 50% of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons, and

 

  (B)

the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such body corporate; and

 

  (ii)

a Person which is not a body corporate is “controlled” by another Person or two or more other Persons acting jointly or in concert if more than 50% of the voting or equity interests of such Person are held, directly or indirectly, by or for the benefit of the other Person or Persons;

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

 

  (r)

Convertible Security” means a security issued by the Corporation from time to time (other than the Rights) carrying any purchase, exercise, conversion or exchange right pursuant to which the holder thereof may acquire Voting Shares or other securities carrying any purchase, exercise, conversion or exchange right pursuant to which the holder thereof may acquire Voting Shares, directly or indirectly, (in each case, whether such right is exercisable immediately or within or after a specified period and whether or not on condition or the happening of any contingency).

 

  (s)

Convertible Security Acquisition” means the acquisition of Voting Shares by a Person upon the purchase, exercise, conversion or exchange of Convertible Securities acquired or received by such Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

 

  (t)

Co-Rights Agent” has the meaning ascribed thereto in subsection 4.1(a).


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  (u)

Disposition Date” has the meaning ascribed thereto in subsection 5.1(b).

 

  (v)

Dividend Reinvestment Acquisition” means an acquisition of Voting Shares and/or Convertible Securities of any class or series pursuant to a Dividend Reinvestment Plan.

 

  (w)

Dividend Reinvestment Plan” means a regular dividend reinvestment or other plan of the Corporation made available by the Corporation to holders of its securities where such plan permits the holder to direct that some or all of:

 

  (i)

dividends paid in respect of shares of any class of the Corporation;

 

  (ii)

proceeds of redemption of shares of the Corporation;

 

  (iii)

interest paid on evidences of indebtedness of the Corporation; or

 

  (iv)

optional cash payments;

be applied to the purchase from the Corporation of Voting Shares and/or Convertible Securities.

 

  (x)

Effective Date” means October 17, 2019.

 

  (y)

Election to Exercise” has the meaning ascribed thereto in subsection 2.2(e)(ii).

 

  (z)

Exchange” means the TSX Venture Exchange and any other exchange on which the Common Shares may, from time to time, be listed for trading.

 

  (aa)

Exempt Acquisition” means an acquisition by a Person of Voting Shares and/or Convertible Securities:

 

  (i)

in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Section 5.1;

 

  (ii)

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 Voting Shares distributes or is deemed to distribute such Voting Shares to its securityholders 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 Voting Shares; or

 

  (iii)

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.

 

  (bb)

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 whole Right in accordance with the terms hereof. Subject to adjustment in accordance with the terms hereof, the Exercise Price shall be:


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  (i)

until the Separation Time, an amount equal to three times the Market Price, from time to time, per Common Share; and

 

  (ii)

from and after the Separation Time, an amount equal to three times the Market Price, as at the Separation Time, per Common Share.

 

  (cc)

Expansion Factor” has the meaning ascribed thereto in subsection 2.3(b)(v)(A).

 

  (dd)

Expiration Time” means the earlier of:

 

  (i)

the Termination Time; and

 

  (ii)

the Close of Business on that date on which a Reconfirmation Meeting occurs and at which this Agreement is not reconfirmed or presented for reconfirmation as contemplated in Section 5.15.

 

  (ee)

Fiduciary” means a trust company registered under the trust company legislation of Canada or any province thereof, a trust company organized under the laws of any state of the United States, a portfolio manager registered under the securities legislation of one or more provinces of Canada or an investment adviser registered under the United States Investment Advisers Act of 1940, as amended, or any other securities legislation of the United States or any state of the United States.

 

  (ff)

Flip-in Event” means a transaction or event in or pursuant to which any Person becomes an Acquiring Person.

 

  (gg)

holder” has the meaning ascribed thereto in Section 2.8.

 

  (hh)

Independent Shareholders” means holders of outstanding Voting Shares, other than any:

 

  (i)

Acquiring Person;

 

  (ii)

Offeror other than a Person who at the relevant time is deemed not to Beneficially Own such Voting Shares by reason of subsection 1.1(f)(ii)(B);

 

  (iii)

Affiliate or Associate of such Acquiring Person or Offeror;

 

  (iv)

Person acting jointly or in concert with such Acquiring Person or Offeror; or

 

  (v)

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 such plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether or not the Voting Shares are to be deposited or tendered to a Take-over Bid.

 

  (ii)

Market Price” per security of any securities on any date of determination means the average of the daily Closing Prices per security of such securities on each of the 20 consecutive Trading Days through to and including the Trading Day immediately preceding such date of determination; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 shall have caused any Closing Price used to determine the Market Price on any Trading Day not to be fully comparable


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  with the Closing Price on the Trading Day immediately preceding such date of determination, each such Closing Price so used shall 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 Trading Day immediately preceding such date of determination.

 

  (jj)

NI 62-104” means National Instrument 62-104 - Take-Over Bids and Issuer Bids adopted by the Canadian securities regulatory authorities, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

 

  (kk)

Nominee” has the meaning ascribed thereto in Section 2.2(c).

 

  (ll)

Offer to Acquire” shall include:

 

  (i)

an offer to purchase or a solicitation of an offer to sell Voting Shares, or a public announcement of an intention to make such an offer or solicitation; and

 

  (ii)

an acceptance of an offer to sell Voting Shares, whether or not such offer to sell has been solicited,

or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell.

 

  (mm)

Offeror” means a Person who has made a public announcement of a current intention to make, or who is making, a Take-over Bid (including a Permitted Bid or a Competing Permitted Bid).

 

  (nn)

Offeror’s Securities” means the aggregate of the Voting Shares Beneficially Owned by an Offeror on the date of an Offer to Acquire.

 

  (oo)

Permitted Bid” means a Take-over Bid made by an Offeror by way of take-over bid circular which also complies with the following additional provisions:

 

  (i)

the Take-over Bid is made to all holders of record of Voting Shares, other than the Offeror;

 

  (ii)

the Take-over Bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified provision that no Voting Shares and/or Convertible Securities will be taken up or paid for pursuant to the Take-over Bid:

 

  (A)

prior to the Close of Business on a date that is not less than 105 days following the date of the Take-over Bid or such shorter minimum period that 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 deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104; and

 

  (B)

then only if, at the Close of Business on the date Voting Shares and/or Convertible Securities are first taken up or paid for under such Take-over Bid, more than 50% of the then Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;


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  (iii)

the Take-over Bid contains an irrevocable and unqualified provision that Voting Shares and/or Convertible Securities may be deposited or tendered pursuant to such Take-over Bid, unless such Take-over Bid is withdrawn, at any time prior to the Close of Business on the date Voting Shares and/or Convertible Securities are first taken up or paid for under the Take-over Bid;

 

  (iv)

the Take-over Bid contains an irrevocable and unqualified provision that any Voting Shares and/or Convertible Securities deposited or tendered pursuant to the Take-over Bid may be withdrawn until taken up and paid for; and

 

  (v)

the Take-over Bid contains an irrevocable and unqualified provision that in the event that the deposit condition set forth in subsection 1.1(oo)(ii)(B) is satisfied, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and tenders of Voting Shares and/or Convertible Securities for not less than 10 days from the date of such public announcement;

provided, however, that a Take-over Bid that qualified as a Permitted Bid shall cease to be a Permitted Bid at any time and as soon as such time as when such Take-over Bid ceases to meet any or all of the provisions of this definition.

 

  (pp)

Permitted Bid Acquisition” means an acquisition of Voting Shares and/or Convertible Securities made pursuant to a Permitted Bid or a Competing Permitted Bid; provided that for greater certainty, any acquisition of Voting Shares and/or Convertible Securities made pursuant to a Competing Permitted Bid or a Permitted Bid that ceased to be a Competing Permitted Bid or a Permitted Bid by reason of such acquisition ceasing to meet any or all of the provisions of the definition of “Competing Permitted Bid” or “Permitted Bid”, as applicable, including before such acquisition ceased to be a Competing Permitted Bid or Permitted Bid, as applicable, will not be a Permitted Bid Acquisition.

 

  (qq)

Permitted Lock-Up Agreement” means an agreement between a Person and one or more holders of Voting Shares and/or Convertible Securities (each a “Locked-Up Person”) pursuant to which such Locked-Up Person agrees to deposit or tender Voting Shares and/or Convertible Securities to a Take-over Bid (the “Lock-Up Bid”) made or to be made by such Person, any of such Person’s Affiliates or Associates or any other Person with which, and in respect of which security, such Person is acting jointly or in concert; provided that:

 

  (i)

the terms of such agreement are publicly disclosed and a copy is made available to the public (including the Corporation) not later than the date of the Lock-Up Bid or, if the Lock-Up Bid has been made prior to the date on which such agreement is entered into, not later than the date of such agreement (or, if such date is not a Business Day, on the Business Day next following such date);

 

  (ii)

the agreement permits such Locked-Up Person to terminate its obligation to deposit or tender to or not to withdraw Voting Shares and/or Convertible Securities from the Lock-Up Bid, and to terminate any obligation with respect to the voting of such securities, in order to deposit or tender such securities to another Take-over Bid or to support another transaction:


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  (A)

where the price or value of the consideration per Voting Share or Convertible Security offered under such other Take-over Bid or transaction:

 

  (1)

exceeds the price or value of the consideration per Voting Share and/or Convertible Security offered under the
Lock-Up Bid; or

 

  (2)

exceeds by as much as or more than a specified amount (the “Specified Amount”) the price or value of the consideration per Voting Share or Convertible Security at which the Locked-Up Person has agreed to deposit or tender Voting Shares and/or Convertible Securities to the Lock-Up Bid, provided that such Specified Amount is not greater than 7% of the price or value of the consideration per Voting Share or Convertible Security offered under the Lock-Up Bid; and

 

  (B)

if the number of Voting Shares or Convertible Securities offered to be purchased under the Lock-Up Bid is less than 100% of the Voting Shares or Convertible Securities held by Independent Shareholders, where the price or value of the consideration per Voting Share or Convertible Security offered under such other Take-over Bid or transaction is not less than the price or value of the consideration per Voting Share or Convertible Security offered under the Lock-Up Bid and the number of Voting Shares and/or Convertible Securities to be purchased under such other Take-over Bid or transaction:

 

  (1)

exceeds the number of Voting Shares and/or Convertible Securities that the Offeror has offered to purchase under the Lock-Up Bid; or

 

  (2)

exceeds by as much as or more than a specified number (the “Specified Number”) the number of Voting Shares or Convertible Securities that the Offeror has offered to purchase under the Lock-Up Bid, provided that the Specified Number is not greater than 7% of the number of Voting Shares or Convertible Securities offered to be purchased under the Lock-Up Bid;

and for greater certainty, such agreement may contain a right of first refusal or require a period of delay to give the Offeror under the Lock-Up Bid an opportunity to match the higher price, value or number in such other Take-over Bid or transaction, or other similar limitation on a Locked-Up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-Up Person of the right to withdraw Voting Shares and/or Convertible Securities in sufficient time to deposit or tender to the other Take-over Bid or support the other transaction; and

 

  (iii)

no “break-up” fees, “top-up” fees, penalties, expenses or other amounts that exceed in the aggregate the greater of:

 

  (A)

the cash equivalent of 2.5% of the price or value of the consideration payable under the Lock-Up Bid to a Locked-Up Person; and


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  (B)

50% of the amount by which the price or value of the consideration payable under another Take-over Bid or other transaction to a Locked- Up Person exceeds the price or value of the consideration that such Locked-Up Person would have received under the Lock-Up Bid,

shall be payable by a Locked-Up Person pursuant to the agreement in the event that the Locked-Up Bid is not successfully concluded or if any Locked-Up Person fails to deposit or tender Voting Shares and/or Convertible Securities to the Lock-Up Bid or withdraws Voting Shares and/or Convertible Securities previously deposited or tendered thereto in order to deposit or tender to another Take-over Bid or support another transaction.

 

  (rr)

Person” includes any individual, firm, partnership, association, trust, trustee, executor, administrator, legal personal representative, government, governmental body or authority, corporation, or other incorporated or unincorporated organization, syndicate or other entity.

 

  (ss)

Privacy Laws” has the meaning set forth in Section 4.6.

 

  (tt)

Pro Rata Acquisition” means an acquisition by a Person of Voting Shares and/or Convertible Securities pursuant to:

 

  (i)

a Dividend Reinvestment Acquisition;

 

  (ii)

a stock dividend, a stock split or other event pursuant to which such Person becomes the Beneficial Owner of Voting Shares and/or Convertible Securities on the same pro rata basis as all other holders of Voting Shares of the same class or series;

 

  (iii)

the acquisition or exercise by the Person of only those rights to purchase Voting Shares and/or Convertible Securities distributed directly by the Corporation to that Person (and not acquired from any other person) in the course of a distribution to all holders of securities of the Corporation of one or more particular classes or series pursuant to a rights offering; or

 

  (iv)

a distribution of Voting Shares and/or Convertible Securities made pursuant to a prospectus or by way of a private placement or a conversion or exchange of any Convertible Security,

provided, however, that such Person does not thereby acquire a greater percentage of Voting Shares or of Convertible Securities so offered than such Person’s percentage of Voting Shares Beneficially Owned immediately prior to such acquisition.

 

  (uu)

Reconfirmation Meeting” has the meaning set forth in Section 5.15.

 

  (vv)

Record Time” means 11:59 p.m. on the Effective Date.

 

  (ww)

Redemption Price” has the meaning set forth in subsection 5.1(a).

 

  (xx)

Regular Periodic Cash Dividend” means cash dividends paid on the Common Shares at regular intervals in any fiscal year of the Corporation.


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  (yy)

Right” means a right to purchase securities upon the terms and subject to the conditions set forth in this Agreement.

 

  (zz)

Rights Certificates” means the certificates representing the Rights after the Separation Time, which shall be substantially in the form attached hereto as Schedule “A” or such other form as the Corporation and the Rights Agent may agree.

 

  (aaa)

Rights Register” and “Rights Registrar” have the respective meanings ascribed thereto in subsection 2.6(a).

 

  (bbb)

Securities Act (British Columbia)” means the Securities Act, R.S.A. 2000, c. S-4, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

 

  (ccc)

Separation Time” means the Close of Business on the tenth Trading Day after the earlier of:

 

  (i)

the Share Acquisition Date;

 

  (ii)

the date of the commencement of, or first public announcement or disclosure 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); and

 

  (iii)

the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as a Permitted Bid or Competing Permitted Bid, as applicable,

or such later date as may be determined by the Board of Directors in good faith, provided, however, that if any Take-over Bid referred to in subsection 1.1(ccc)(ii) above expires, is not made or is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been commenced, made or announced and further provided that if the Board of Directors determines, pursuant to Section 5.1, to waive the application of Section 3.1 to a Flip-In Event, then the Separation Time in respect of such Flip-In Event shall be deemed never to have occurred.

 

  (ddd)

Share Acquisition Date” means the first date of public announcement or disclosure by the Corporation or an Acquiring Person of facts indicating that a Person has become an Acquiring Person, which, for the purposes of this definition, shall include, without limitation, a report filed pursuant to Section 5.2 of NI 62-104 or subsection 13(d) of the U.S. Exchange Act, announcing or disclosing such information.

 

  (eee)

Subsidiary” of a Person means any other Person that is controlled by such first Person.

 

  (fff)

Take-over Bid” means an Offer to Acquire Voting Shares and/or Convertible Securities if, assuming that the Voting Shares and/or Convertible Securities subject to the Offer to Acquire are acquired and assuming they are Beneficially Owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion of the Convertible Securities), together with the Offeror’s Securities, constitute in the aggregate 20% or more of the then outstanding Voting Shares at the date of the Offer to Acquire.


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  (ggg)

Termination Time” means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.

 

  (hhh)

Trading Day”, when used with respect to any securities, means a day on which the principal Canadian or United States securities exchange (as determined by the Board of Directors) on which such 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 or United States securities exchange, a Business Day.

 

  (iii)

U.S. - Canadian Exchange Rate” on any date means:

 

  (i)

if on such date the Bank of Canada sets a daily average rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; and

 

  (ii)

in any other case, the rate on such date for the conversion of one United States dollar into Canadian dollars which is calculated in the manner which shall be determined by the Board of Directors from time to time acting in good faith.

 

  (jjj)

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as from time to time in effect, and any comparable or successor laws, rules or regulations thereto.

 

  (kkk)

U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations thereunder, and any comparable or successor laws, rules or regulations thereto.

 

  (lll)

Voting Share Reduction” means an acquisition or a redemption by the Corporation of Voting Shares and/or Convertible Securities which, by reducing the number of then outstanding Voting Shares and/or Convertible Securities of a class or series, increases the percentage of Voting Shares Beneficially Owned by any Person.

 

  (mmm)

Voting Shares” means, collectively, the Common Shares and any other securities in the capital of the Corporation, the holders of which are entitled to vote generally in the election of directors of the Board of Directors and “Voting Shares”, when used with reference to any Person other than the Corporation, means common shares (or equivalent) of such other Person and any other securities the holders of which are entitled to vote generally in the election of the directors or to otherwise affect control of such other Person.

 

1.2

Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

 

1.3

Number and Gender

Wherever the context requires, terms (including defined terms) used herein importing the singular number only include the plural and vice versa and words importing any one gender include all others.

 

1.4

Sections

The division of this Agreement into Articles, Sections, subsections and Schedules are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.


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The terms this “Agreement”, “hereunder”, “hereof”, and similar expressions refer to this Agreement as amended or supplemented from time to time and not to any particular Article, Section, subsection or Schedule or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections, subsections and Schedules are to Articles, Sections, subsections and Schedules of or to this Agreement.

 

1.5

Statutory References

Unless the context otherwise requires, any reference to a specific section, subsection, clause or rule of any act or regulation shall be deemed to refer to the same as it may be amended, re-enacted or replaced or, if repealed and there shall be no replacement therefor, to the same as it is in effect on the date of this Agreement.

 

1.6

Calculation of Voting Shares Beneficially Owned

For the purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product determined by the formula:

 

100    x      A     
   B   

where:

 

     A =      the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and
     B =      the number of votes for the election of all directors generally attaching to all outstanding Voting Shares.

Where any Person is deemed to Beneficially Own unissued Voting Shares pursuant to subsection 1.1(f), such Voting Shares shall be deemed to be outstanding for the purpose of both A and B in the formula above.

 

1.7

Acting Jointly or in Concert

For the purposes of this Agreement, a Person is acting jointly or in concert with its Affiliates and Associates, and with every Person who is a party to an agreement, commitment or understanding, whether formal or informal and whether or not in writing, with the first Person to acquire, or make an Offer to Acquire, Voting Shares and/or Convertible Securities (other than customary agreements with and between underwriters and banking or selling group members with respect to a distribution of securities and pledges of securities in the ordinary course of business to secure indebtedness).

 

1.8

Generally Accepted Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose


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of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.

ARTICLE 2

THE RIGHTS

 

2.1

Issuance of Rights; Legend on Share Certificates

 

  (a)

One Right shall be issued at the Record Time in respect of each Voting Share issued and outstanding at the Record Time and one Right shall be issued in respect of each Voting Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time.

 

  (b)

Certificates representing Voting Shares which are issued prior to the earlier of the Separation Time and the Expiration Time shall also evidence one Right for each Voting Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect:

“Until the earlier of the Separation Time and the Expiration Time (as both such terms are defined in the Shareholder Rights Agreement referred to below), this certificate also evidences certain rights of the holder as set forth in a Shareholder Rights Plan Agreement dated as of October 17, 2019 between ImmunoPrecise Antibodies Ltd. (the “Corporation”) and Computershare Trust Company of Canada, as such may be supplemented and amended from time to time (the “Shareholder Rights Agreement”), the terms of which are incorporated herein by reference, and a copy of which is on file at the principal executive offices of the Corporation, is available for viewing at www.sedar.com and is available to the holder upon demand without charge. Under certain circumstances, as set forth in the Shareholder Rights Agreement, the rights may be amended, may be redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate.”

Notwithstanding the foregoing, until the earlier of the Separation Time and the Expiration Time, certificates representing Voting Shares shall also evidence one Right for each Voting Share evidenced thereby, notwithstanding the absence of the foregoing legend.

 

  (c)

Any Voting Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Voting Shares, one Right for each Voting Share represented thereby and the registration record of such Voting Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

 

2.2

Initial Exercise Price; Exercise of Rights; Detachment of Rights

 

  (a)

Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (which Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be null and void.


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  (b)

Until the Separation Time:

 

  (i)

the Rights shall not be exercisable and no Right may be exercised; and

 

  (ii)

for administrative purposes, each Right will be evidenced by the certificate for the associated Voting Share registered in the name of the holder thereof (which certificate shall be deemed to represent a Rights Certificate) or by Book Entry Form registration for the associated Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Voting Share.

 

  (c)

From and after the Separation Time and prior to the Expiration Time, the Rights may be exercised, and the registration and transfer of the Rights shall be separate from and independent of Voting Shares. 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.

 

  (d)

In the event that the Corporation determines to issue Rights Certificates, then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such rights as indicated by the Corporation in writing (a “Nominee”)) at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

 

  (i)

a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such 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 the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and


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  (ii)

a disclosure statement prepared by the Corporation describing the Rights,

provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose.

 

  (e)

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, at its principal office in Vancouver, British Columbia or Toronto, Ontario:

 

  (i)

the Rights Certificate evidencing such Rights;

 

  (ii)

an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed in a manner acceptable to the Rights Agent; and

 

  (iii)

payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised.

 

  (f)

In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly:

 

  (i)

requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions);

 

  (ii)

after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise,

 

  (iii)

when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares;


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  (iv)

when appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and

 

  (v)

tender to the Corporation all payments received on exercise of the Rights.

 

  (g)

If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.

 

  (h)

The Corporation covenants and agrees that it will:

 

  (i)

take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;

 

  (ii)

take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights;

 

  (iii)

use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on each Exchange;

 

  (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;

 

  (v)

pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, 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 Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.


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2.3

Adjustments to Exercise Price; Number of Rights

 

  (a)

The Exercise Price, the number and kind of 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 and in Article 3.

 

  (b)

In the event that the Corporation shall at any time after the Record Time and prior to the Expiration Time:

 

  (i)

subdivide or change the then-outstanding Common Shares into a greater number of Common Shares;

 

  (ii)

consolidate or change the then-outstanding Common Shares into a smaller number of Common Shares;

or, in the event that the Corporation shall at any time after the Separation Time and prior to the Expiration Time:

 

  (iii)

declare or pay a distribution on the Voting Shares payable in Voting Shares or Convertible Securities other than pursuant to any Dividend Reinvestment Plan; or

 

  (iv)

issue any Voting Shares (or Convertible Securities in respect thereof) in respect of, in lieu of or in exchange for existing Common Shares, whether in a reclassification, amalgamation, statutory arrangement, consolidation or otherwise,

then the Exercise Price and the number of Rights outstanding (or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon the exercise of Rights) shall be adjusted as follows (without duplication with respect to Section 2.1):

 

  (v)

if the Exercise Price and number of Rights outstanding are to be adjusted:

 

  (A)

the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other securities of the Corporation) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result thereof, and

 

  (B)

each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be allocated among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the securities of the Corporation issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each such Common Share (or other security of the Corporation) will have exactly one Right associated with it, and

 

  (vi)

for greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result thereof.


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Adjustments made pursuant to this subsection 2.3(b) shall be made successively, whenever an event referred to in this subsection 2.3(b) occurs.

 

  (c)

If, after the Record Time and prior to the Expiration Time, the Corporation shall issue any of its securities other than Common Shares in a transaction of a type described in subsections 2.3(b)(iii) or 2.3(b)(iv), such securities shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Corporation and the Rights Agent agree to amend, supplement or restate this Agreement in order to effect such treatment.

 

  (d)

If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1, the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 3.1.

 

  (e)

In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in subsection 2.3(b), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share (as provided in Section 2.1).

 

  (f)

In the event the Corporation shall, at any time after the Record Time and prior to the Separation Time, fix a record date for the making of a distribution to all holders of Common Shares of rights or warrants entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or Convertible Securities in respect of Common Shares) at a price per Common Share (or, in the case of such a Convertible Security, having a conversion, exchange or exercise price per security (including the price required to be paid to purchase such Convertible Security)) less than 90% of the Market Price per Common Share on such record date, the Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date multiplied by a fraction of which:

 

  (i)

the numerator shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the Convertible Securities so to be offered (including the price required to be paid to purchase such Convertible Securities)) would purchase at such Market Price per Common Share; and

 

  (ii)

the denominator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the Convertible Securities so to be offered are initially convertible, exchangeable or exercisable).

In case such subscription price is satisfied, in whole or in part, by consideration other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted in the manner contemplated above based on the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights or warrants.


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  (g)

For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to 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 or stock option or similar plans (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants by the Corporation) shall not be deemed to constitute an issue of rights or warrants by the Corporation; provided, however, that in the case of any Dividend Reinvestment Plan or share purchase plan, the right to purchase Common Shares is at a price per security of not less than 90% of the current market price per share (determined as provided in such plans) of the Common Shares.

 

  (h)

In the event the Corporation shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Common Shares of:

 

  (i)

evidences of indebtedness or assets (other than a Regular Periodic Cash Dividend or a dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares); or

 

  (ii)

rights or warrants entitling them to subscribe for or purchase Voting Shares other than Common Shares (or Convertible Securities in respect of the Voting Shares other than Common Shares), at a price per Voting Share (or, in the case of a Convertible Security in respect of Voting Shares, having a conversion, exchange or exercise price per security (including the price required to be paid to purchase such Convertible Security)) less than 90% of the Market Price per Common Share on such record date (excluding rights or warrants referred to in subsection 2.3(f)),

the Exercise Price in effect after such record date shall be equal to the Exercise Price in effect immediately prior to such record date less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets, evidences of indebtedness, rights, warrants or other securities so to be distributed applicable to each of the securities purchasable upon exercise of one Right. Such adjustment shall be made successively whenever such a record date is fixed.

 

  (i)

Each adjustment made pursuant to this Section 2.3 shall be made as of:

 

  (i)

the payment or effective date for the applicable dividend, subdivision, change, consolidation or issuance, in the case of an adjustment made pursuant to subsection 2.3(b); and

 

  (ii)

the record date for the applicable dividend or distribution, in the case of an adjustment made pursuant to subsections 2.3(f) or 2.3(h), subject to readjustment to reverse the same if such distribution shall not be made.

 

  (j)

In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any securities (other than Common Shares), or rights or warrants to subscribe for or purchase any such securities, or Convertible Securities in respect of


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  any such securities, in a transaction referred to in any of subsections 2.3(b), 2.3(f) and 2.3(h), inclusive, if the Board of Directors acting in good faith determines that the adjustments contemplated by subsections 2.3(b), 2.3(f) and 2.3(h) in connection with such transaction will not appropriately protect the interests of the holders of Rights, then the Board of Directors may from time to time, but subject to obtaining the prior approval of the holders of the Rights obtained as set forth in subsection 5.4(b), determine what other adjustments to the Exercise Price, number of Rights or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding subsections 2.3(b), 2.3(f) and 2.3(h), such adjustments, rather than the adjustments contemplated by subsections 2.3(b), 2.3(f) and 2.3(h), shall be made upon the Board of Directors providing written certification thereof to the Rights Agent as set forth in subsection 2.3(r). The Corporation and the Rights Agent shall amend, supplement or restate this Agreement as appropriate to provide for such adjustments.

 

  (k)

Notwithstanding anything herein to the contrary, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments which by reason of this subsection 2.3(k) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All adjustments to the Exercise Price made pursuant to this subsection 2.3 shall be calculated to the nearest cent.

 

  (l)

All Rights originally issued by the Corporation subsequent to any adjustment made to an Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

 

  (m)

Unless the Corporation shall have exercised its election, as provided in subsection 2.3(n), upon each adjustment of an Exercise Price as a result of the calculations made in subsections 2.3(f) and 2.3(h), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares obtained by:

 

  (i)

multiplying (A) the number of Common Shares covered by a Right immediately prior to such adjustment, by (B) the Exercise Price in effect immediately prior to such adjustment; and

 

  (ii)

dividing the product so obtained by the Exercise Price in effect immediately after such adjustment.

 

  (n)

The Corporation may elect on or after the date of any adjustment of an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become the number of Rights obtained by dividing the relevant Exercise Price in effect immediately prior to adjustment of the relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the relevant 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 relevant Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at


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  least 10 calendar days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this subsection 2.3(n), the Corporation shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date, Rights Certificates evidencing, subject to Section 5.5, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Corporation, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such 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 relevant adjusted Exercise Price and shall be registered in the names of holders of record of Rights Certificates on the record date specified in the public announcement.

 

  (o)

In any case in which this Section 2.3 shall require that an adjustment in an Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

 

  (p)

Notwithstanding anything in this Section 2.3 to the contrary, the Corporation shall be entitled to make such adjustments in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in its good faith judgment the Board of Directors shall determine to be advisable in order that any:

 

  (i)

subdivision or consolidation of the Common Shares;

 

  (ii)

issuance wholly for cash of any Common Shares at less than the applicable Market Price;

 

  (iii)

issuance wholly for cash of any Common Shares or securities that by their terms are exchangeable for or convertible into or give a right to acquire Common Shares;

 

  (iv)

stock dividends; or

 

  (v)

issuance of rights or warrants referred to in this Section 2.3, hereafter made by the Corporation to holders of its Common Shares,

shall not be taxable to such shareholders.

 

  (q)

Irrespective of any adjustment or change in the securities purchasable upon exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to represent the securities so purchasable which were represented in the initial Rights Certificates issued hereunder.


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  (r)

Whenever an adjustment to the Exercise Price is made pursuant to this Section 2.3, the Corporation shall:

 

  (i)

promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment; and

 

  (ii)

promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate and mail a brief summary thereof to each holder of Rights who requests a copy.

Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.

 

2.4

Date on Which Exercise is Effective

Each Person in whose name any certificate for Common Shares or confirmation in Book Entry Form is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate or entry shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising Person 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, such Person shall be deemed to have become the record holder of such shares on, and such certificate or entry shall be dated, the next Business Day on which the Common Share transfer books of the Corporation are open.

 

2.5

Execution, Authentication, Delivery and Dating of Rights Certificates

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 procedures:

 

  (a)

The Rights Certificates shall be executed on behalf of the Corporation by the Chief Executive Officer, President or Chief Financial Officer or Secretary of the Corporation. 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 shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.

 

  (b)

Promptly following the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by or on behalf of the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Section 2.2. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

 

  (c)

Each Rights Certificate shall be dated the date of countersignature thereof.


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2.6

Registration, Transfer and Exchange

 

  (a)

After the Separation Time, the Corporation will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the “Rights Registrar”) for the purpose of maintaining the Rights Register for the Corporation and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to 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 any Rights Certificate, and subject to the provisions of subsections 2.6(d) and 3.1(b), the Corporation will execute, and the Rights Agent will countersign, deliver and register, in the name of the holder or the designated transferee or transferees, as required pursuant to 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 shall be valid obligations of the Corporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

 

  (d)

Every 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 holder thereof or such holder’s attorney duly authorized, in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

 

2.7

Mutilated, Lost, Stolen and Destroyed 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 there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time:

 

  (i)

evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate; and

 

  (ii)

such security and indemnity as may be reasonably required by them to save each of them and any of their agents harmless,


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then, in the absence of notice to the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and, upon the Corporation’s request 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 issuance of any new Rights Certificate under this Section 2.7, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.

 

  (d)

Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

 

2.8

Persons Deemed Owners

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 Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, the associated Voting Shares).

 

2.9

Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, for registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9 except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable law, destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation on request.

 

2.10

Agreement of Rights Holders

Every holder of Rights, by accepting such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights:

 

  (a)

to be bound by and subject to the provisions of this Agreement, as amended 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 associated Voting Share;

 

  (c)

that, after the Separation Time, the Rights 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 Voting 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 Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;

 

  (e)

that such holder of Rights is not entitled to receive any fractional Rights or any fractional Common Shares or other securities upon exercise of a Right (except as provided herein);

 

  (f)

that, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented, amended or restated 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 shall have any liability 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 any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

 

2.11

Exclusion of Warranty by Rights Agent

 

  (a)

The Rights Agent shall have no obligation under this Agreement to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Rights or Common Shares issuable upon the exercise thereof. The Rights Agent shall be entitled to process all proffered transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements.

 

  (b)

The Rights Agent may assume for the purposes of this Agreement that any address on the Register is the holder’s actual address and is determinative as to residency and that the address of any transferee to whom any Rights are to be registered, as shown on the transfer document, is the transferee’s residency.

 

  (c)

The Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates or Common Shares comply with the regulatory requirements or securities laws of any applicable jurisdiction.

ARTICLE 3

ADJUSTMENTS TO THE RIGHTS

 

3.1

Flip-in Event

 

  (a)

Subject to subsection 3.1(b) and Section 5.1, in the event that prior to the Expiration Time a Flip-in Event occurs, each Right shall thereafter constitute, effective from and


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  after the Close of Business on the tenth Trading Day following the Share Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares as have an aggregate Market Price on the date of the consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares).

 

  (b)

Notwithstanding anything in this Agreement to the contrary but subject to Section 5.1, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Share Acquisition Date, or which may thereafter be Beneficially Owned, by:

 

  (i)

an Acquiring Person, any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or any Affiliate or Associate of any such Person so acting jointly and in concert); or

 

  (ii)

a transferee, direct or indirect, of an Acquiring Person, any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or any Affiliate or Associate of any such Person so acting jointly and in concert), in a transfer of Rights occurring subsequent to the Acquiring Person becoming such,

shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and, further, shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of 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 void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void.

 

  (c)

Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subsections 3.1(b)(i) or 3.1(b)(ii) 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 or will be deemed to 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 an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.1(b) of the Rights Agreement.”

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


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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 to do so. The issuance of a Rights Certificate without the legend referred to in this subsection 3.1(c) shall have no effect on the provisions of subsection 3.1(b).

 

  (d)

After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of each Exchange in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

 

3.2

Fiduciary Duties of the Board of Directors

For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, 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 reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation 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.

ARTICLE 4

THE RIGHTS AGENT

 

4.1

General

 

  (a)

The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more co-rights agents (each, a “Co-Rights Agent”) as it may deem necessary or desirable. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine. The Corporation covenants that it will pay to the Rights Agent from time to time reasonable remuneration for its services hereunder and will pay to or reimburse the Rights Agent upon its request for all reasonable expenses, disbursements and advances made or incurred by the Rights Agent in the administration or execution of this Agreement and the exercise and performance of its duties hereunder (including reasonable compensation and disbursements of its legal counsel and all other advisers and assistants not regularly in its employ pursuant to subsection 4.3(a)). The Corporation also agrees to indemnify the Rights Agent and each of its directors, officers, employees, agents and shareholders for, and to hold each of them harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.


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  (b)

The Rights Agent shall be protected and 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, Rights Certificate, certificate for other securities of the Corporation, 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, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

 

  (c)

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 (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

 

  (d)

The Corporation shall inform the Rights Agent in a reasonably timely manner of events which 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.

 

  (e)

No provision contained in this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement.

 

4.2

Merger, Amalgamation, Consolidation or Change of Name of Rights Agent

 

  (a)

Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any document 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 the provisions of Section 4.4. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such 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 such 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 such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.


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4.3

Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

 

  (a)

the Rights Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the prior written consent of the Corporation (such consent not to be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement and the Rights Agent shall be entitled to 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, refraining from taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Rights Agent to be the Chief Executive Officer, President, Chief Financial Officer or the Secretary or Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;

 

  (c)

the Rights Agent will be liable hereunder for its own gross 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 certificates for Common Shares, or the Rights Certificates (except its countersignature thereof which countersignature shall not be construed as a representation or warranty by the Rights Agent as to the validity of this Agreement or the Rights Certificate(s), except the due certification thereof) or be required to verify the same, and all such 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 Common Share certificate, or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 3.1(b) or any adjustment required under the provisions of Section 2.3 or responsible for the manner, method or amount of any such adjustment, nor will it be responsible for 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 describing any such adjustment or any written notice from the Corporation or any holder that a Person has become an Acquiring Person); nor will it by any act hereunder be deemed to make any representation or


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  warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to any Common Shares, when issued, being duly and validly authorized, issued and delivered as fully paid and non-assessable;

 

  (f)

the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;

 

  (g)

the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any individual designated in writing by the Corporation and believed by the Rights Agent to be the Chief Executive Officer, President, Chief Financial Officer, or the Secretary of the Corporation, and to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such individual; it is understood that instructions to the Rights Agent shall, except where circumstances make it impractical or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions shall be confirmed in writing as soon as reasonably practicable after the giving of such instructions;

 

  (h)

the Rights Agent and any shareholder or director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily 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 the Rights Agent under this Agreement; nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and

 

  (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 by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

 

4.4

Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement by giving 60 days prior written notice (or such lesser notice as is acceptable to the Corporation) to the Corporation, to each transfer agent of Voting Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by giving 30 days prior written notice to the Rights Agent, to the transfer agent of the Voting Shares and to the holders of the Rights in accordance with Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection of the Corporation), then the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of British Columbia. After appointment, the successor Rights Agent will be vested with the same powers,


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rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon receiving all amounts owing to it hereunder (unless otherwise agreed by the Rights Agent), 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 for the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Voting Shares and mail a notice thereof in writing to the holders of the Rights in accordance with Section 5.9. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall 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 guidelines. 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 guidelines, then it shall have the right to resign on ten days’ 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 ten day period, then such resignation shall not be effective.

 

4.6

Privacy Legislation

Each of the parties hereto acknowledges 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.

ARTICLE 5

MISCELLANEOUS

 

5.1

Redemption, Waiver, Extension and Termination

 

  (a)

Subject to the prior consent of the holders of Voting Shares or Rights obtained as set forth in subsections 5.4(a) or 5.4(b), as applicable, the Board of Directors acting in good faith may, at any time prior to the later of the Share Acquisition Date and the Separation Time, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).


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  (b)

The Board of Directors may waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined in good faith, following the Share Acquisition Date and prior to the Separation Time, that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Board of Directors, such Share Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this subsection 5.1(b) may only be given on the condition that such Person, within 14 days after the foregoing determination by the Board of Directors or such later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial Ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the Close of Business on the Disposition Date, then the Disposition Date shall be deemed to be the date of occurrence of a further Share Acquisition Date and Section 3.1 shall apply thereto.

 

  (c)

In the event that a Person acquires Voting Shares and/or Convertible Securities pursuant to a Permitted Bid or an Exempt Acquisition referred to in subsection 5.1(d), then the Board of Directors shall, notwithstanding the provisions of subsection 5.1(a), immediately upon the consummation of such acquisition and without further formality, be deemed to have elected to redeem the Rights at the Redemption Price.

 

  (d)

The Board of Directors acting in good faith may, prior to the occurrence of the relevant Flip-in Event, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of a Take-over Bid circular to all holders of record of Voting Shares; provided that, if the Board of Directors waives the application of Section 3.1 to a particular Take-over Bid pursuant to this subsection 5.1(d), then the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Take-over Bid made by means of a Take-over Bid circular to all holders of record of Voting 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 subsection 5.1(d).

 

  (e)

Subject to the prior consent of the holders of Voting Shares obtained as set forth in subsection 5.4(b)(i), the Board of Directors may, at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 has not been waived pursuant to this Section 5.1, if such Flip-in Event would occur by reason of an acquisition of Voting Shares and/or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Voting Shares and otherwise than in the circumstances set forth in subsection 5.1(b), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least 10 Business Days subsequent to the meeting of shareholders called to approve such waiver.

 

  (f)

The Board of Directors may, prior to the Close of Business on the tenth Business Day following a Share Acquisition Date or such later Business Day as it may from time to time determine, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to the related Flip-in Event; provided that the Acquiring Person has reduced its Beneficial Ownership of Voting Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 10 days of the date on which such contractual arrangement is entered into or such later date as the Board of Directors may determine) such that, at the time the waiver becomes effective pursuant to this subsection 5.1(f), such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred.


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  (g)

Where a Take-over Bid that is not a Permitted Bid or Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or if the Board of Directors grants a waiver under subsection 5.1(f) after the Separation Time, then the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Upon the Rights being redeemed pursuant to this subsection 5.1(g), all of 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 Voting Shares at 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 Corporation shall be deemed to have issued replacement Rights to the holders of its then outstanding Voting Shares.

 

  (h)

If the Board of Directors is deemed under subsection 5.1(c) to have elected or elects under subsections 5.1(a) or 5.1(g) to redeem the Rights, then the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.

 

  (i)

Within 10 Business Days after the Board of Directors is deemed under subsection 5.1(c) to have elected or elects under subsection 5.1(a) or 5.1(g) to redeem the Rights, the Corporation shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the Rights Register or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

 

  (j)

The Corporation shall not be obligated to make a payment of the Redemption Price to any holder of Rights unless the holder is entitled to receive at least $10.00 in respect of all Rights held by such holder.

 

5.2

Expiration

No Person will have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except in respect of any right to receive cash, securities or other property which has accrued at the Expiration Time and except as specified in subsections 4.1(a) and 4.1(b).

 

5.3

Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, 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 securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.


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5.4

Supplements and Amendments

 

  (a)

Subject to subsections 5.4(b) and 5.4(c), the Corporation may from time to time amend, supplement, restate or delete any of the provisions of this Agreement and the Rights provided that no amendment, supplement, restatement or deletion shall be made without the prior consent of the shareholders of the Corporation or holders of the Rights, given as provided in subsection 5.4(b), except that amendments, supplements, restatements or deletions made for any of the following purposes shall not require such prior approval but shall be subject to subsequent ratification in accordance with subsection 5.4(b):

 

  (i)

in order to make such changes as are necessary in order to maintain the validity of this Agreement and the Rights as a result of any change in any applicable legislation, regulations or rules; or

 

  (ii)

in order to make such changes as are necessary in order to cure any clerical or typographical error.

Notwithstanding anything in this Section 5.4 to the contrary, no amendment, supplement, restatement or deletion shall be made to the provisions of Article 4 or any other provision specifically relating to the rights or duties of the Rights Agent except with the written concurrence of the Rights Agent thereto.

 

  (b)

Any amendment, supplement, restatement or deletion made by the Board of Directors pursuant to subsection 5.4(a) shall if made:

 

  (i)

prior to the Separation Time, be submitted to the shareholders of the Corporation at the next meeting of shareholders and the shareholders may, by resolution passed by a majority of the votes cast by Independent Shareholders who vote in respect of such amendment, supplement, restatement or deletion, confirm or reject such amendment, supplement, restatement or deletion; or

 

  (ii)

after the Separation Time, be submitted to the holders of Rights at a meeting to be held on a date not later than the date of the next meeting of shareholders of the Corporation and the holders of Rights may, by resolution passed by a majority of the votes cast by the holders of Rights which have not become void pursuant to subsection 3.1(b) who vote in respect of such amendment, supplement, restatement or deletion, confirm or reject such amendment, supplement, restatement or deletion.

Any amendment, supplement, restatement or deletion pursuant to subsection 5.4(a) shall be effective from the later of the date of the consent of the holders of Voting Shares or Rights, as applicable, adopting such amendment, supplement, restatement or deletion and the date of approval thereof by the Exchange (except in the case of an amendment, supplement, restatement or deletion referred to in subsections 5.4(a)(i) or (ii), which shall be effective from the later of the date of the resolution of the Board of Directors adopting such amendment, supplement, restatement or deletion and the date or approval thereof by the Exchange and shall continue in effect until it ceases to be effective (as in this subsection 5.4(b) described) and, where such amendment, supplement, restatement or deletion is confirmed, it shall continue in effect in the form so confirmed). If an amendment, supplement, restatement or deletion pursuant to subsections 5.4(a)(i) or (ii) is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment, supplement, restatement or deletion shall cease to be effective, as applicable:


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  (iii)

from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted;

 

  (iv)

from and after the date of the meeting of holders of Rights that should have been (but was not) held prior to or concurrently with the time of the next meeting of shareholders of the Corporation; or

 

  (v)

from and after the date a meeting of shareholders should have been held pursuant to applicable law but was not held,

and no subsequent resolution of the Board of Directors to amend, supplement, restate or delete any provision of this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights, as the case may be.

 

  (c)

For greater certainty, neither the exercise by the Board of Directors of any power or discretion conferred on it hereunder nor the making by the Board of Directors of any determination or the granting of any waiver it is permitted to make or give hereunder shall constitute an amendment, supplement, restatement or deletion of the provisions of this Agreement or the Rights, for purposes of this Section 5.4 or otherwise.

 

  (d)

Unless otherwise provided herein, the approval, confirmation or consent of the holders of Rights with respect to any matter arising hereunder shall be deemed to have been given if the action requiring such approval, confirmation or 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 the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof or which, prior to the Separation Time, are held otherwise than by Independent Shareholders) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in the Corporation’s bylaws and under applicable laws with respect to meetings of shareholders of the Corporation.

 

5.5

Fractional Rights and Fractional Shares

 

  (a)

The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. Any such fractional Right shall 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 fractional Common Shares upon exercise of the Rights or to distribute certificates that evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Corporation shall pay to the registered holder of Rights Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of one Common Share at the date of such exercise.

 

5.6

Rights of Action

Subject to the terms of this Agreement, 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 the Rights; and


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any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights may, on such holder’s own behalf and for such 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, or otherwise act in respect of, such holder’s right to exercise such holder’s Rights in the manner provided in this Agreement and in such holder’s Rights Certificate. 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

Holder of Rights Not Deemed a Shareholder

No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable on the exercise of Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 5.8) or to receive dividends or subscription rights or otherwise, until such Rights shall have been exercised in accordance with the provisions hereof.

 

5.8

Notice of Proposed Actions

If 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 5.9, a notice of such proposed action, which shall specify the date on which such liquidation, dissolution, or winding up is to take place, and such notice shall be so given at least 20 Business Days prior to the date of the taking of such proposed action by the Corporation.

5.9 Notices

Notices or demands authorized or required by this Agreement to be given or made to or by the Rights Agent, the holder of any Rights or the Corporation will be sufficiently given or made and shall be deemed to be received if delivered or sent by first-class mail, postage prepaid, or by facsimile machine or other means of printed telecommunication, charges prepaid and confirmed in writing by mail or delivery, addressed (until another address is filed in writing with the Rights Agent or the Corporation, as applicable), as follows:

 

  (a)

if to the Corporation:

IMMUNOPRECISE ANTIBODIES LTD.

880-580 Hornby Street

Vancouver, British Columbia

V6C 3B6

Attention:                 Jennifer Bath, CEO and President

Email:                      [Redacted: email address]

Facsimile No.:         (604) 684-0642;

 

  (b)

if to the Rights Agent:


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Shareholder Rights Plan Agreement

 

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COMPUTERSHARE TRUST COMPANY OF CANADA

510 Burrard Street, Third Floor

Vancouver VC

V6C 3B9

Attention:                 General Manager, Emerging Issuer Solutions (EIS)

Facsimile No.:         (604) 661-9401; and

 

  (c)

if to the holder of any Rights, to the address of such holder as it appears on the Rights Register or, prior to the Separation Time, on the registry books of the Corporation for the Common Shares.

Any notice which is mailed or sent or delivered in the manner provided for herein shall be deemed given and received whether or not the holder receives the notice.

 

5.10

Costs of Enforcement

The Corporation agrees that if the Corporation, or any other Person the securities of which are purchasable upon exercise of Rights, fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation or such Person will reimburse the holder of any Rights for the reasonable costs and expenses (including legal fees) incurred by such holder in actions to enforce such holder’s rights pursuant to any Rights or this Agreement.

 

5.11

Regulatory Approvals

Any obligation of the Corporation or action or event contemplated by this Agreement, shall be subject to applicable law and to the receipt of any requisite approval or consent from any governmental or regulatory authority. Without limiting the generality of the foregoing, any issuance or delivery of debt or equity securities (other than non-convertible debt security) of the Corporation upon the exercise of Rights and any amendment to this Agreement shall be subject to the applicable prior consent of each Exchange.

Unless provided with written notice to the contrary, the Rights Agent is entitled to assume that all such necessary consents and approvals have been obtained.

 

5.12

Declaration as to Non-Canadian and Non-United States Holders

If, upon the advice of outside counsel, any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside Canada and the United States of America, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a Canadian resident Fiduciary of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the Persons entitled thereto. In no event shall 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 and any province or territory thereof and of the United States of America and any state thereof in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.


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5.13

Successors

All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder.

 

5.14

Benefits of this Agreement

Nothing in this Agreement shall be construed to give 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; this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of the Rights.

 

5.15

Shareholder Reconfirmation

This Agreement must be reconfirmed by a resolution passed by a majority of the votes cast by Independent Shareholders who vote in respect of such resolution at the annual meeting of the Corporation to be held in 2019 and at every third annual meeting of the Confirmation thereafter (each such annual meeting being a “Reconfirmation Meeting”). If this Agreement is not so reconfirmed or is not presented for reconfirmation at any such Reconfirmation Meeting, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the Close of Business on the date of the applicable Reconfirmation Meeting; provided that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to subsections 5.1(b), 5.1(d) or 5.1(f) hereof), prior to the date upon which this Agreement would otherwise terminate pursuant to this Section 5.15.

 

5.16

Determinations and Actions by the Board of Directors

All actions, calculations, interpretations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith:

 

  (a)

may be relied upon by the Rights Agent (and in the case of reliance by the Rights Agent, the good faith of the Board of Directors shall be presumed); and

 

  (b)

shall not subject the Board of Directors to any liability to the holders of the Rights or to any other parties.

 

5.17

Force Majeure

No party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

 

5.18

Governing Law

This Agreement and the Rights issued hereunder shall be deemed to be a contract made under the laws of the Province of British Columbia and for all purposes will be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province.


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5.19

Language

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en coulent soient rédigés en langue anglaise. The parties hereto have required that this Agreement and all documents and notices related thereto or resulting therefrom be drawn up in English.

 

5.20

Severability

If any term or provision hereof or the application thereof to any circumstance is, in any jurisdiction and to any extent, invalid or unenforceable, such term or provision will be ineffective only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

 

5.21

Effective Date

This Agreement is effective as of and from the Effective Date.

 

5.22

Time of the Essence

Time shall be of the essence hereof.

(remainder of page intentionally blank)


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5.23

Counterparts

This Agreement may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective the 17th day of October, 2019.

 

IMMUNOPRECISE ANTIBODIES LTD.     COMPUTERSHARE TRUST COMPANY OF CANADA
By:   

(signed) “Jennifer Bath”

    By:  

(signed) “Evelyn Hsu”

Name:    Jennifer Bath     Name:   Evelyn Hsu
Title:    President & CEO     Title:   Account Manager
By:   

(signed) “Charles Wheelock”

    By:  

(signed) “Vanessa Lee”

Name:    Charles Wheelock     Name:   Vanessa Lee
Title:    Chief Technology Officer     Title:   Relationship Manager


SCHEDULE “A”

to a Shareholder Rights Plan Agreement made as of October 17, 2019, between ImmunoPrecise Antibodies Ltd. and Computershare Trust Company of Canada.

[Form of Rights Certificate]

 

Certificate No.    Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF SUCH AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON, CERTAIN RELATED PARTIES OF AN ACQUIRING PERSON OR A TRANSFEREE OF AN ACQUIRING PERSON OR ANY SUCH RELATED PARTIES WILL BECOME VOID WITHOUT FURTHER ACTION.

Rights Certificate

This certifies that                                                           is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement made as of October 17, 2019, as such agreement may from time to time be amended, restated, varied or replaced (the “Rights Agreement”) between ImmunoPrecise Antibodies Ltd., a corporation established pursuant to the laws of British Columbia, (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 shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its principal office in Vancouver, British Columbia or Toronto, Ontario. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be equal to three times the Market Price per Common Share (payable in cash, certified cheque or money order payable to the order of the Corporation).

The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holder of the Rights Certificates. By acceptance hereof, the holder is deemed to accept, and agrees to be bound by the terms of the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Corporation and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent in Vancouver, British Columbia or Toronto, Ontario may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.


In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities or shares in the capital of the Corporation other than Common Shares or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right subject to adjustment in certain events.

No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

 

Date:  

 

  

 

IMMUNOPRECISE ANTIBODIES LTD.
By:  

 

By:  

 

Countersigned:
COMPUTERSHARE TRUST COMPANY OF CANADA
By:  

 

 

A - 2


FORM OF ELECTION TO EXERCISE

IMMUNOPRECISE ANTIBODIES LTD.

The undersigned hereby irrevocably elects to exercise                                  whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to:

 

   Rights Certificate No.   

 

 

     
Name      

 

     
Address      

 

     
City and Province      

 

     
Social Insurance No. or other taxpayer identification numbers      

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

 

 

     
Name      

 

     
Address      

 

     
City and Province      

 

     
Social Insurance No. or other taxpayer identification numbers      

 

Date:   

 

    

 

       

Signature

 

     (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)
Written Signature Guaranteed   

Signature must be Medallion guaranteed by a Canadian Schedule I chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion

 

A-3


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 or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority in the United States or banks and trust companies in the United States.

(To be completed by the holder if true)

The undersigned hereby represents, for the benefit of the Corporation and 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 by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement).

 

Signature

NOTICE

In the event that the certifications set forth above in the Form of Election to Exercise and Assignment are not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void.

 

A-4


FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned 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.

 

Date:   

 

     Signature:    

 

Written Signature Guaranteed     

(Signature must correspond to name as written upon the face of this
Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever)

Signature must be Medallion guaranteed by a Canadian Schedule I chartered bank, a member of the Securities Transfer Agent 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 or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority in the United States or banks and trust companies in the United States.

(To be completed by the assignor if true)

The undersigned hereby represents, for the benefit of the Corporation and 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 by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement).

 

Signature

(Please print name below signature)

NOTICE

In the event that the certifications set forth above in the Form of Election to Exercise and Assignment are not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void.

 

A-5

Exhibit 99.28

 

LOGO   

Talem Therapeutics accesses the OmniAb® platform from Ligand Pharmaceuticals

VICTORIA, Nov. 5, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF), an industry leader in the discovery of novel, therapeutic antibodies, announces that Talem Therapeutics, a wholly-owned subsidiary, has entered into a worldwide OmniAb® platform license agreement with Ligand Pharmaceuticals (NASDAQ:LGND).

This license enables Talem to access Ligand’s unique OmniAb platform for use with Talem’s leading antibody discovery capabilities. OmniAb is a genetically engineered platform for the generation of diverse mono- and bispecific, fully human antibodies, and the industry’s only platform comprised of the three species rats, mice, and chickens.

Under the license, Talem has the right to develop and partner fully human antibodies in OmniRat®, OmniFlic®, OmniMouse®, OmniChicken®, and OmniClicTM. Talem will leverage OmniAb with ImmunoPrecise’s leading, high-throughput technologies, allowing programs to leapfrog risky and time-consuming early discovery and accelerate generation of de-risked lead candidates for partners worldwide.

Ligand is eligible to receive clinical milestone payments as well as mid-single-digit royalties.

Talem will leverage the multiple technology tracks for antibody discovery within ImmunoPrecise, including high throughput, rapid identification of candidates through high performance, single B cell interrogation; electrofusion-based, single step cloning hybridoma generation; and accessing ImmunoPrecise’s DeepDisplay® custom, immune phage libraries. All of these technologies cohere seamlessly with IPA’s integrated ArtemisTM Intelligence Metadata (AIM)TM capabilities to enable rapid turnaround on additional outputs in therapeutic optimization, stability, affinity, and manufacturability.

“ImmunoPrecise has years of experience successfully employing OmniAb animals in antibody discovery. Combining ImmunoPrecise’s end-to-end antibody discovery technologies with Ligand’s leading OmniAb platform is a natural progression, supporting both companies’ overall mission of getting the best therapeutic antibodies to the clinic faster, in this case, all under one roof,” said Jennifer Bath, CEO of ImmunoPrecise. “Enabling Talem’s internal discovery for the development of therapeutic antibodies in OmniAb animals provides Talem, and its future partners, a distinctively streamlined path to the clinic.”

ImmunoPrecise also announces that, effective November 30, 2019, Jason Orloske will no longer be Vice President of Operations. We would like to thank Jason for his support and contributions while we wish him the best for his next endeavors.

About OmniAb®

OmniAb is a three-species transgenic-animal platform consisting of five different technologies used for producing mono- and bispecific human therapeutic antibodies. OmniRat® is the industry’s first human monoclonal antibody technology based on rats. It has a complete immune system with a diverse antibody repertoire and generates antibodies with human idiotypes as effectively as wild-type animals make rat antibodies. OmniMouse® is a transgenic mouse that complements OmniRat and expands epitope coverage. OmniFlic® is an engineered rat with a fixed light chain for development of bispecific, fully human antibodies. OmniChicken® is the industry’s first human monoclonal antibody technology based on chickens. OmniClicTM is a transgenic chicken that has been engineered to focus sequence diversity in the CDRs of the VH domain while leaving the VL domain germline in sequence. The five technologies use patented technology, have broad freedom to operate and deliver fully human antibodies with high affinity, specificity, expression, solubility and stability.

About Ligand Pharmaceuticals

Ligand is a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Ligand’s business model creates value for stockholders by providing a diversified portfolio of biotech and pharmaceutical product revenue streams that are supported by an efficient and low corporate cost structure. Ligand’s goal is to offer investors an opportunity to participate in the promise of the biotech industry in a profitable, diversified and lower-risk business than a typical biotech company. Ligand’s business model is based on doing what they do best: drug discovery, early-stage drug development, product reformulation and partnering. Ligand partners with other pharmaceutical companies to leverage what they do best (late-stage development, regulatory management and commercialization) to ultimately generate our revenue. Ligand’s Captisol® platform technology is a patent-protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. OmniAb® is a patent-protected transgenic animal platform used in the discovery of fully human mono-and bispecific therapeutic antibodies. Ligand has established multiple alliances, licenses and other business relationships with the world’s leading pharmaceutical companies including Amgen, Merck, Pfizer, Gilead, Janssen, Baxter International and Eli Lilly.

About Talem Therapeutics LLC

Talem Therapeutics (Talem) is a wholly owned subsidiary of ImmunoPrecise Antibodies USA and is focused on the discovery and development of next-generation, human, monoclonal, therapeutic antibodies targeting neurology, immuno-oncology, gastroenterology, inflammation, and rare/specialty diseases. Using the proprietary antibody discovery platforms and innovative technologies housed at ImmunoPrecise Antibodies and U-Protein Express (an IPA company), Talem aims to accelerate novel, therapeutic antibody treatments to the clinic through strategic alliances and partners.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive, single-cell interrogation technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials. ImmunoPrecise discovery and


development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 16:02e 05-NOV-19

Exhibit 99.29

 

LOGO   

ImmunoPrecise Announces Annual General Meeting Results

VICTORIA, Dec. 2, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that all resolutions were passed by the shareholders at its annual general meeting (“AGM”) held in Vancouver, British Columbia, on November 22, 2019.

Shareholders, represented in person or by proxy, at the AGM voted in favour of setting the number of directors at 7, appointed incumbent directors Dr. Jennifer Bath, Dr. James Kuo, Robert Beecroft, Dr. Robert Burke, Greg Smith, Paul Andreola and Brian Lundstrom as directors of the Company for the ensuing year. Shareholders also appointed Crowe Mackay LLP as the Company’s external auditor, approved the Company’s rolling 10% stock option plan and approved the newly adopted shareholder rights plan (the “Shareholder Rights Plan”).

The purpose of the Shareholder Rights Plan is to ensure that all shareholders are treated fairly in connection with any offer to acquire the outstanding common shares of the Company and that the board of directors of the Company has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid. The Shareholder Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid. The Shareholder Rights Plan will now be in effect for a term of three years.

A summary of the principal terms and conditions of the Shareholder Rights Plan is set out in the Company’s Management Information Circular and a copy of the Shareholder Rights Plan is filed on SEDAR.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive, single-cell interrogation technology and the DeepDisplayTM custom phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from


those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2018 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/December2019/02/c2791.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 02-DEC-19

Exhibit 99.30

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of December 17, 2019, should be read in conjunction with the unaudited condensed interim consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the three and six months ended October 31, 2019, together with the audited financial statements and accompanying MD&A of the Company for the year ended April 30, 2019. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars which is the Company’s reporting currency.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983 and is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

 

Canada | Europe | United States

www.immunoprecise.com

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

OVERVIEW

The Company has emerged as a recognized, full-service, biologics Contract Research and Organization (CRO) with global operations. The Company is innovation-driven and is strategically positioned - both geographically and scientifically - to provide highly customized, human, therapeutic antibodies. IPA offers a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum.

The Company’s services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi-species antibody discovery; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past 18 months, the Company has gained increasing recognition as a rising leader in the biologics, CRO space, with a focus on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

In 2018, the Company built on its ten years of experience in single B cell interrogation to offer full-service B cell screening, sorting and sequencing in both N America and Europe on a species agnostic platform, including transgenic, humanized animals. This service is offered against a broad range of therapeutically relevant protein families, including GPCRs and other challenging, multi-membrane spanning proteins. The Company’s platforms enable antibody screening directly from B cells, allowing for the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. The Company announced over a 90% success rate on its B cell technology, which is now offered with a success guarantee.

U-Protein Express, situated in the Dutch biotechnology hub of Utrecht, The Netherlands, has been a staple in the recombinant protein community, operating for over 15 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with over a 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of the antibodies originating from the B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. The site also has a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc.

IPA Europe’s contribution in services and intellectual property to the Company after its acquisition have been substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries,

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Adding to their proprietary services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

While CRO services are the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The Company has strategically invested in the development and licensing of antibody discovery platforms and related intellectual property assets. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites this year, including the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

The Company formed Talem Therapeutics (“Talem”), based in Cambridge, Massachusetts, to support its internal and partnered therapeutic, discovery programs. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb transgenic animals using their own license. The ability for investors to support individual assets or portfolios generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise shareholder dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.

The Company’s management placed a critical emphasis this past year on building, integrating and securing the business infrastructure to facilitate scalable, strategic growth and recognizing cost synergies. These activities included, but were not limited to, globalizing and standardizing core information technology (IT) infrastructure such as server and client operating systems, databases, security tools, computing platforms and cloud computing, communication tools and content management platforms, to protect both the Company’s, and its client’s IP. The Company integrated IT services, including the global service desk, has decreased costs and risks while removing collaboration barriers including tools that allow for communicating in different languages. The Company has also begun to capture synergies after the global integration of sales, marketing, R&D, management, and legal services. The Company has significantly integrated fundamental business services such as payroll, financial controls, and Oracle’s Netsuite CRM and ERP. They will continue to enhance these integrations, as well as create synergies in additional areas such as M&A communications and tax integration.

STRATEGY AND OUTLOOK

Our management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

Our objective is to aggressively expand our position as the preferred, global partner for researchers across the globe. Therefore, our strategy is to deliver the leading, comprehensive and integrated continuum of protein and antibody services and enable our clients and partners to bring new and enhanced therapies to the clinic faster, by offering a progression of services with excellence and continued innovation. We believe we possess a competitive advantage which allows us to execute this strategy, as we continue to focus on our integrated end-

 

Canada | Europe | United States

www.immunoprecise.com

 

3


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our clients through the process of discovery through lead candidates. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind. In addition to the aforementioned strengths, our global footprint and streamlined processes enable us to leverage our competitive advantages to mature as the global, preferred therapeutic antibody provider.

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, from October 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without own internal research and clinical capabilities1.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly good for those CROs that fulfill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented though relatively few of full scale and breadth of service1.

The key players serving the monoclonal antibodies market are Pfizer, GlaxoSmithKline Novartis, Merck & Co., Amgen, Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan, Daiichi Sankyo Company, Bayer, Bristol Myers Squibb Co., Johnson & Johnson Services, Biogen, Thermo Fisher Scientific, Sanofi Genzyme, F. Hoffmann-La Roche, and Novo Nordisk2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

Ongoing, growing investments by pharma in R&D are expected to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector1.

 

1 

Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, October 3, 2019.

2 

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3 

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

4 

Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

5 

GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

 

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

 

3,030,503 common shares of the Company were issued on closing; and

 

 

€2,047,634 in deferred payments over a six-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

 

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4


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019.

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a six-year period. The deferred payments will be made in six equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

 

Canada | Europe | United States

www.immunoprecise.com

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

IPA Europe is a privately held company based in Oss, The Netherlands, and specializes in the generation of monoclonal antibodies against difficult target antigens. IPA Europe applies proprietary technologies to all aspects of the antibody discovery process in research and development, diagnostic and therapeutic applications. Using its proprietary ModiFuseTM (hybridoma electrofusion), ModiSelectTM (B-cell selection) and ModiPhageTM (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. IPA Europe serves clients in Europe, the US, Asia and Russia.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

 

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www.immunoprecise.com

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

OVERALL PERFORMANCE

During the six months ended October 31, 2019 the Company achieved revenues of $5,878,464, compared to revenues of $5,589,576 in the 2018 fiscal period. The increase in revenue was due to an increase in the volume and contract size of client projects. Outlook continues to be positive for third quarter.

The Company’s new laboratory in Victoria is now a fully operational antibody production facility that effectively doubles its revenue generating capacity. To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

To support management and the Board of Directors in exercising oversight, the Company is implementing information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the Company’s human resources by:

 

   

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

 

   

Leadership and operational alignment: The Company has made changes and updates job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

In the 2020 fiscal year, the goal of the organization is to grow sales revenue and expand our brand awareness.

This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our customers from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both internal development as well as through partnerships. To achieve the best results from its investments, the Company continued to add key scientific and management personnel to its team.

RESULTS OF OPERATIONS

Three months ended October 31, 2019

During the three months ended October 31, 2019, the Company generated revenues of $3,162,365, compared to revenues of $2,716,791 in the 2018 fiscal period. This represents a 16% increase in revenue due to an increase in the volume and contract size of client projects. Outlook continues to be positive for third quarter.

During the three months ended October 31, 2019, the Company achieved a gross profit of $2,490,015, compared to $1,401,725 in the 2018 fiscal period. In percentage terms, the Company’s gross profit increased to 79% from 52% in 2018. The higher gross profit in 2019 was mostly attributable to IPA Europe’s research project costs being

 

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

classified as Research and development (R&D) expense. No such allocation was done in Q1 2020 and as such, the Company’s allocation of R&D expenses from cost of sales during Q2 2020 also included the R&D expenses incurred in Q1 2020. This resulted in higher R&D expenses reported and lower cost of sales reported for Q2 2020.

The Company recorded a net loss of $1,363,545 during the three months ended October 31, 2019, compared to net loss of $1,485,732 for the three months ended October 31, 2018. The net loss decreased in 2019 due to $1,088,290 higher gross profit and lower advertising and consulting expenses offset by higher non-cash amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases, higher office and general expense, and higher research and development costs. The Company continues to invest in research and development in pursuit of its goal of broadening the breadth and value of its intellectual property assets in techniques inherent in the production of human antibodies through new working partnerships with several companies with leading transgenic platforms.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $60,950 in 2019 (2018 - $268,877) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $746,543 from $209,221 in 2018 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $43,005 in 2019 (2018 - $149,487) were lower because in 2018 consultants were engaged to support one-time initiatives focused on operational efficiency training programs, and systems implementation. The company evaluated the use of consulting services vs employees and where appropriate added employees to the team.

 

   

The office and general expense of $386,172 (2018 - $170,816) was higher compared to 2018 primarily due to increased information technology expenses related to integrating the acquisitions of U-Protein and IPA Europe and implementation of the new ERP system.

 

   

Research and development of $445,842 (2018 - $19,266) increased as a result of the investment in R&D to broaden the breadth and value of its intellectual property assets in techniques inherent in the production of antibodies. The R&D expense also increased as a result of reallocation from cost of sales to R&D expenses incurred in Q1 2020.

 

   

Salaries and benefits expense increased to $997,473 from $864,559 in 2018, primarily due to periodic salary adjustments and additions to key scientific and management personnel.

Six months ended October 31, 2019

During the six months ended October 31, 2019, the Company generated revenues of $5,878,464, compared to revenues of $5,589,576 in the 2018 fiscal period. This represents a 5% increase in revenue due to an increase in the volume and contract size of client projects. Outlook continues to be positive for third quarter.

During the six months ended October 31, 2019, the Company achieved a gross profit of $3,866,421, compared to $2,969,551 in the 2018 fiscal period. In percentage terms, the Company’s gross profit increased to 66% from 53% in 2018. The higher gross profit in 2019 was primarily a result of the Company implementing a new ERP system that tracks project costs in more detail than historical methods.

The Company recorded a net loss of $3,375,743 during the six months ended October 31, 2019, compared to net loss of $2,588,094 for the six months ended October 31, 2018. The net loss increased in 2019 due to $896,870 higher gross profit and lower advertising, consulting and professional fees offset by higher expenses, primarily non-cash amortization of acquired companies’ intangible assets, depreciation of leased assets as a

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

result of implementing IFRS 16, Leases, higher office and general expense, and higher research and development costs. The Company continues to invest in research and development in pursuit of its goal of broadening the breadth and value of its intellectual property assets in techniques inherent in the production of human antibodies through new working partnerships with several companies with leading transgenic platforms.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $178,150 in 2019 (2018 - $322,646) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $1,294,384 from $384,783 in 2018 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $65,345 in 2019 (2018 - $312,807) and professional fees of $515,280 (2018 - $277,803) were lower because 2018 consultant and professional services were engaged to support one-time initiatives focused on operational efficiency training programs, systems implementation and integration of acquisitions. The company evaluated the use of consulting services vs employees and where appropriate added employees to the team.

 

   

The office and general expense of $609,507 (2018 - $314,356) was higher compared to 2018 primarily due to increased information technology expenses related to integrating the acquisitions of U-Protein and IPA Europe and implementation of the new ERP system.

 

   

Research and development of $613,102 (2018 - $51,054) increased as a result of the investment in R&D to broaden the breadth and value of its intellectual property assets in techniques inherent in the production of antibodies.

 

   

Salaries and benefits expense increased to $2,093,717 from $1,791,598 in 2018, primarily due to periodic salary adjustments and additions to key scientific and management personnel.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

 

     Three Months Ended ($)  
     October 31,
2019
     July 31,
2019
     April 30,
2019
     January 31,
2019
 

Total revenue

     3,162,365        2,716,099        2,641,109        2,695,583  

Net loss

     (1,363,545      (2,012,198      (3,842,317      (1,187,056

Basic and diluted loss per share*

     (0.02      (0.03      (0.06      (0.02
     Three Months Ended ($)  
     October 31,
2018
     July 31,
2018
     April 30,
2018
     January 31,
2018
 

Total revenue

     2,716,791        2,872,785        1,810,722        1,723,308  

Net income (loss)

     (1,485,732      (1,102,362      (2,198,428      (1,211,591

Basic and diluted loss per share*

     (0.02      (0.02      (0.04      (0.03

 

*

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

 

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9


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

The losses for the quarters ended April 30, 2019 and April 30, 2018 are greater than other quarters, as the Company invested heavily in growth enabling initiatives and catch-up amortization recorded of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the condensed consolidated interim financial statements and accompanying notes for the condensed consolidated interim financial statements for the six months ended October 31, 2019 and the consolidated financial statements and accompanying notes to the financial statements for the year ended April 30, 2019.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted operating EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

The Company defines adjusted operating expenses as operating expenses before share-based compensation, depreciation, amortization and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019      2018      2019      2018  
     $      $      $      $  

Net loss

     (1,363,545      (1,485,732      (3,375,743      (2,588,094

Income taxes

     58,339        152,898        54,284        190,350  

Amortization expense

     746,543        209,221        1,294,384        384,783  

Accretion

     212,967        240,998        765,860        478,537  

Foreign exchange loss (gain)

     (4,331      (122,248      (117,307      (204,738

Interest expense

     114,788        115,230        233,748        233,661  

Interest and other income

     (42,299      (37,544      (54,701      (81,059

Share-based payments

     214,120        183,123        500,115        494,823  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     (63,418      (744,054      (699,360      (1,091,737
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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10


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019      2018      2019      2018  
     $      $      $      $  

Operating expenses

     (3,624,553      (2,531,105      (6,476,721      (4,969,817

Amortization expense

     746,543        209,221        1,294,384        384,783  

Foreign exchange loss (gain)

     (4,331      (122,248      (117,307      (204,738

Interest expense

     114,788        115,230        233,748        233,661  

Share-based payments

     214,120        183,123        500,115        494,823  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Operating Expenses

     (2,553,433      (2,145,779      (4,565,781      (4,061,288
  

 

 

    

 

 

    

 

 

    

 

 

 

FINANCING ACTIVITIES

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in fiscal year 2019.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred acquisition payment to IPA Europe. The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500.

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

During the six months ended October 31, 2019, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company adjusts to its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at October 31, 2019, the Company held cash of $2,964,271 (April 30, 2019 – $5,471,650) and had working capital of $803,364 (2018 – $2,673,667). During the six months ended October 31, 2019, the Company used $1,812,590 in its operating activities. As part of the investing activities, the Company made equipment purchases of $190,043 and made incurred internally generated development costs of $71,817. As part of the financing activities, the Company received $16,500 from exercise of stock options, offset by lease repayments of $203,123, loan repayments of $49,135 and debenture repayments of $125,000.

The Company’s consolidated financial statements have been prepared based on accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $3,375,743 for the six months ended October 31, 2019 and has accumulated a deficit of $20,906,969 as at October 31, 2019. The Company may need to raise additional funds in order to continue as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at October 31, 2019, the Company does not have any commitments for capital expenditures.

 

Canada | Europe | United States

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12


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

CAPITAL EXPENDITURES

The Company made equipment purchases of $190,043 during the six months ended October 31, 2019 (2018 - $409,662). During the six months ended October 31, 2019, the Company also incurred internally generated development costs of $71,817.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three and six months ended October 31, 2019 and 2018, the compensation for key management is as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019      2018      2019      2018  
     $      $      $      $  

Management fees (1)

     44,331        102,403        89,479        206,383  

Professional fees (2)

     —          21,580        —          34,655  

Salaries and other short-term benefits (3)

     285,531        80,911        771,376        182,741  

Share-based payments

     4,988        88,666        269,870        263,758  
  

 

 

    

 

 

    

 

 

    

 

 

 
     334,850        293,560        1,130,725        687,537  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

The charge includes management fees paid to Dr. Martin Hessing, a Director of U-Protein and Dr. Jos Raats, former President and CEO of IPA Europe.

(2) 

The charge includes professional fees paid to Malaspina Consultants Inc. in which Natasha Tsai was an associate until October 31, 2018 and an owner thereafter.

(3) 

The charge includes salaries and benefits paid to Dr. Jennifer Bath and former management that includes Thomas D’Orazio, Robert Beecroft, Dr. Oren Beske and Reginald Beniac.

During the three and six months ended October 31, 2019, the spouse of a Director provided administrative services for $nil and $nil (2018 – $15,625 and $31,250).

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at December 17, 2019 is as follows:

 

Security

   Number      Exercise Price      Expiry date  

Issued and outstanding common shares

     67,994,445        NA        NA  

Stock options

     200,000      $ 1.00        October 1, 2021  

Stock options

     550,000      $ 0.30        December 20, 2021  

Stock options

     950,000      $ 1.01        September 18, 2022  

Stock options

     250,000      $ 0.65        January 3,2023  

Stock options

     700,000      $ 0.47        February 7,2023  

Stock options

     95,000      $ 0.95        September 24, 2023  

Stock options

     300,000      $ 0.82        November 7,2023  

Stock options

     1,250,000      $ 1.00        December 31, 2023  

Stock options

     415,000      $ 1.00        January 11, 2024  

Stock options

     250,000      $ 0.48        October 1, 2024  

Stock options

     150,000      $ 0.50        October 3, 2024  

Warrants

     875,000      $ 1.00        June 18, 2020  

Warrants

     9,102,500      $ 1.25        September 24, 2020  

Warrants

     1,377,000      $ 1.25        October 25, 2020  

Warrants

     6,793,942      $ 0.70        March 26, 2022  
  

 

 

       

Total

     91,252,887        

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

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14


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

      

2020

     88,415  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3-year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labor, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed, and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

 

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16


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value and relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

 

Canada | Europe | United States

www.immunoprecise.com

 

17


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the six months ended October 31, 2019 and this accompanying MD&A.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, investment, accounts payable and accrued liabilities, loans payable, deferred acquisition payments and debentures. The fair value of investment is determined based on “Level 1” inputs which consist of quoted prices in active markets for identical assets. As at October 31, 2019, the Company believes that the carrying values of cash, amounts receivable, accounts payable and accrued liabilities, deferred payments, debentures, and loans payable approximate their fair values because of their nature and relatively short maturity dates or durations.

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime, B cell Select, DeepDisplay and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

 

Canada | Europe | United States

www.immunoprecise.com

 

18


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the recent acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

 

Canada | Europe | United States

www.immunoprecise.com

 

19


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2019

 

 

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

Canada | Europe | United States

www.immunoprecise.com

 

20

Exhibit 99.31

 

LOGO

 

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2019 AND 2018

(Unaudited – Expressed in Canadian Dollars)


NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of the Company and all information contained in the second quarter 2020 report have been prepared by and are the responsibility of the Company’s management.

The Audit Committee of the Board of Directors has reviewed the condensed interim consolidated financial statements and related financial reporting matters.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditor.


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited – Expressed in Canadian Dollars)

 

 

     Note      October 31,
2019

$
    April 30,
2019
$
 

ASSETS

       

Current assets

       

Cash

        2,964,271       5,471,650  

Amounts receivable

        1,845,300       1,558,354  

Inventory

        2,080,071       2,120,814  

Unbilled revenue

        454,539       393,451  

Prepaid expenses

        472,180       333,702  
     

 

 

   

 

 

 
        7,816,361       9,877,971  

Restricted cash

        26,341       67,450  

Investment

     7        90,404       90,404  

Property and equipment

     8        2,921,415       1,638,549  

Intangible assets

     6, 7, 9        7,471,021       8,417,231  

Goodwill

     5, 6        8,043,581       8,254,114  
     

 

 

   

 

 

 

Total assets

        26,369,123       28,345,719  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and accrued liabilities

     14        1,083,411       1,594,062  

Taxes payable

        —         27,268  

Deferred revenue

        802,665       724,693  

Debentures

     10        2,750,000       2,708,334  

Loans payable

     11        55,897       82,953  

Leases

     12        341,597       35,757  

Deferred acquisition payments

     5, 6        1,979,427       2,031,237  
     

 

 

   

 

 

 
        7,012,997       7,204,304  

Loans payable

     11        6,638       28,717  

Leases

     12        1,285,634       71,320  

Deferred acquisition payments

     5, 6        1,570,255       1,032,744  

Deferred income tax liability

        1,890,088       1,939,559  
     

 

 

   

 

 

 
        11,765,612       10,276,644  
     

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

       

Share capital

     13        32,728,415       32,699,425  

Contributed surplus

     13        3,561,817       3,074,192  

Accumulated other comprehensive loss

        (779,752     (228,060

Deficit

        (20,906,969     (17,476,482
     

 

 

   

 

 

 
        14,603,511       18,069,075  
     

 

 

   

 

 

 

Total liabilities and equity

        26,369,123       28,345,719  
     

 

 

   

 

 

 

Nature of operations (Note 1)    

Commitments (Note 15)    

Approved and authorized on behalf of the Board of Directors on December 11, 2019    

 

            “James Kuo”             

 

Director

  

            “Greg Smith”             

 

Director

  

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

5


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

            Three months ended
October 31,
    Six months ended
October 31,
 
     Note      2019
$
    2018
$
    2019
$
    2018
$
 

REVENUE

        3,162,365       2,716,791       5,878,464       5,589,576  

COST OF SALES

        672,350       1,315,066       2,012,043       2,620,025  
     

 

 

   

 

 

   

 

 

   

 

 

 

GROSS PROFIT

        2,490,015       1,401,725       3,866,421       2,969,551  
     

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

           

Advertising

        60,950       268,877       178,150       322,646  

Amortization and depreciation

     8, 9        746,543       209,221       1,294,384       384,783  

Bad debt

        32,249       —         32,249       —    

Consulting fees

        43,005       149,487       65,345       312,807  

Foreign exchange gain

        (4,331     (122,248     (117,307     (204,738

Insurance

        23,584       55,699       44,115       67,754  

Interest and bank charges

        114,788       115,230       233,748       233,661  

Management fees

     14        25,287       45,599       70,435       91,897  

Office and general

        386,172       170,816       609,507       314,356  

Professional fees

     14        365,560       335,980       515,280       613,783  

Rent

        68,548       98,779       109,713       202,141  

Repairs and maintenance

        32,133       45,077       32,133       117,820  

Research and development

        445,842       19,266       613,102       51,054  

Salaries and benefits

     14        997,473       864,559       2,093,717       1,791,598  

Share-based payments

     13, 14        214,120       183,123       500,115       494,823  

Telephone and utilities

        13,434       11,609       23,534       22,373  

Travel

        59,196       80,031       178,501       153,059  
     

 

 

   

 

 

   

 

 

   

 

 

 
        3,624,553       2,531,105       6,476,721       4,969,817  
     

 

 

   

 

 

   

 

 

   

 

 

 

Loss before other income (expenses) and income taxes

        (1,134,538     (1,129,380     (2,610,300     (2,000,266
     

 

 

   

 

 

   

 

 

   

 

 

 

OTHER INCOME (EXPENSES)

           

Accretion

     5, 6, 9        (212,967     (240,998     (765,860     (478,537

Interest and other income

        42,299       37,544       54,701       81,059  
     

 

 

   

 

 

   

 

 

   

 

 

 
        (170,668     (203,454     (711,159     (397,478
     

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

        (1,305,206     (1,332,834     (3,321,459     (2,397,744

Income taxes

        (58,339     (152,898     (54,284     (190,350
     

 

 

   

 

 

   

 

 

   

 

 

 

NET LOSS FOR THE PERIOD

        (1,363,545     (1,485,732     (3,375,743     (2,588,094
     

 

 

   

 

 

   

 

 

   

 

 

 

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

           

Exchange difference on translating foreign operations

        50,912       (214,474     (551,692     (599,441
     

 

 

   

 

 

   

 

 

   

 

 

 

COMPREHENSIVE LOSS FOR THE PERIOD

        (1,312,633     (1,700,206     (3,927,435     (3,187,535
     

 

 

   

 

 

   

 

 

   

 

 

 

LOSS PER SHARE – BASIC AND DILUTED

        (0.02     (0.02     (0.05     (0.04
     

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

        67,993,304       60,399,042       67,988,113       58,170,170  
     

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

6


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited – Expressed in Canadian dollars, except for share figures)

 

 

     Number of
Shares
     Share
Capital

$
    Contributed
Surplus

$
    Accumulated
Other
Comprehensive
(Loss) Income

$
    Deficit
$
    Total
$
 

Balance, April 30, 2018

     55,474,178        20,455,112       1,707,738       277,090       (9,859,015     12,580,925  

Shares issued pursuant to private placements

     9,977,500        9,802,500       —         —         —         9,802,500  

Cash issue costs and finders’ fees

     182,460        (288,504     —         —         —         (288,504

Shares issued pursuant to settlement of Debentures

     1,377,000        1,115,370       283,000       —         —         1,398,370  

Shares issued pursuant to option exercise

     110,000        57,980       (24,980     —         —         33,000  

Share-based payments

     —          —         494,823       —         —         494,823  

Comprehensive loss for the period

     —          —         —         (599,441     (2,588,094     (3,187,535
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 31, 2018

     67,121,138        31,142,458       2,460,581       (322,351     (12,447,109     20,833,579  

Adjustment to value of shares issued pursuant to acquisition of IPA Europe and Immulease

     —          975,045       —         —         —         975,045  

Shares issued pursuant to Crossbeta settlement

     78,514        61,241       —         —         —         61,241  

Shares issued pursuant to deferred acquisition payment to IPA Europe

     714,793        507,503       —         —         —         507,503  

Shares issued pursuant to option exercise

     25,000        13,178       (5,678     —         —         7,500  

Share-based payments

     —          —         619,289       —         —         619,289  

Comprehensive loss for the period

     —          —         —         94,291       (5,029,373     (4,935,082
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,476,482     18,069,075  

Adoption of IFRS 16 (Note 3)

     —          —         —         —         (54,744     (54,744
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, May 1, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,531,226     18,014,331  

Shares issued pursuant to option exercise

     55,000        28,990       (12,490     —         —         16,500  

Share-based payments

     —          —         500,115       —         —         500,115  

Comprehensive loss for the period

     —          —         —         (551,692     (3,375,743     (3,927,435
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 31, 2019

     67,994,445        32,728,415       3,561,817       (779,752     (20,906,969     14,603,511  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

7


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     2019
$
    2018
$
 

Operating activities:

    

Net loss for the period

     (3,375,743     (2,588,094

Items not affecting cash:

    

Amortization and depreciation

     1,365,858       446,689  

Deferred income taxes

     (76,739     (175,460

Accretion

     765,860       478,537  

Foreign exchange

     (113,493     —    

Share-based payments

     500,115       494,823  
  

 

 

   

 

 

 
     (934,142     (1,343,505

Changes in non-cash working capital related to operations:

    

Amounts receivable

     (286,946     (522,726

Inventory

     40,743       (36,781

Unbilled revenue

     (61,088     300,520  

Prepaid expenses

     (138,478     148,156  

Accounts payable and accrued liabilities

     (510,651     (513,012

Deferred revenue

     77,972       251,313  
  

 

 

   

 

 

 

Net cash used in operating activities

     (1,812,590     (1,716,035
  

 

 

   

 

 

 

Investing activities:

    

Purchase of equipment

     (190,043     (409,662

Internally generated development costs

     (71,817     —    

Dividend received

     —         5,460  
  

 

 

   

 

 

 

Net cash used in investing activities

     (261,860     (404,202
  

 

 

   

 

 

 

Financing activities:

    

Proceeds on share issuance

     16,500       9,835,500  

Share issuance costs

     —         (288,504

Repayment of leases

     (203,123     —    

Proceeds from loans

     —         200,000  

Loan repayments

     (49,135     (300,441

Repayment of debentures

     (125,000     —    
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (360,758     9,446,555  
  

 

 

   

 

 

 

(Decrease) increase in cash during the period

     (2,435,208     7,326,318  

Foreign exchange

     (113,280     (301,399

Cash – beginning of the period

     5,539,100       1,806,133  
  

 

 

   

 

 

 

Cash – end of the period

     2,990,612       8,831,052  
  

 

 

   

 

 

 

Cash paid for interest

     143,750       216,572  

Cash paid for income tax

     62,433       —    
  

 

 

   

 

 

 

Supplemental cash flow information (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

1.

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $3,375,743 for the six months ended October 31, 2019 and has accumulated a deficit of $20,906,969 as at October 31, 2019. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the condensed interim consolidated financial statements.

 

2.

BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended April 30, 2019. They do not include all the information required for complete annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and therefore should be read together with the audited annual financial statements for the year ended April 30, 2019.

These condensed interim consolidated financial statements were approved by the Board of Directors for issue on December 11, 2019.

(b) Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

(c) Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Name of Subsidiary

   % Equity
Interest - 2020
    % Equity
Interest - 2019
    Country of
Incorporation

ImmunoPrecise Antibodies (Canada) Ltd.

     100     100   Canada

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA

     0     100   USA

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Delaware, USA

     100     0   USA

ImmunoPrecise Antibodies (N.D.) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (MA) LLC

     100     100   USA

Talem Therapeutics LLC

     100     100   USA

U-Protein Express B.V. (“U-Protein”)

     100     100   Netherlands

ImmunoPrecise Netherlands B.V.

     100     100   Netherlands

ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)

     100     100   Netherlands

Immulease B.V. (“Immulease”)

     100     100   Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

The Company incorporated a new subsidiary, ImmunoPrecise Antibodies (USA) Ltd. in Delaware, USA on September 11, 2019. ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA, was dissolved on November 4, 2019.    

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

 

3.

ADOPTION OF NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

(a) Adoption of New Accounting Standards

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

(b) Accounting Standards Issued But Not Yet Effective

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

 

4.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

5.

ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company has acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.3% was used. The changes in the value of the deferred payments during the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,408,205  

Accretion expense

     244,915  

Payment

     (1,049,754

Foreign exchange

     (40,670
  

 

 

 

Balance, April 30, 2019

     1,562,696  

Accretion expense

     356,516  

Foreign exchange

     (86,753
  

 

 

 

Balance, October 31, 2019

     1,832,459  
  

 

 

 

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

6.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments will be made in three equal installments of cash and equity totaling €666,666 and will be prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe. The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

 

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 10.1% was used. The changes in the value of the deferred payments during the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,403,954  

Change in estimate of fair value

     (34,258

Accretion expense

     232,418  

Payment

     (1,014,503

Foreign exchange

     (86,326
  

 

 

 

Balance, April 30, 2019

     1,501,285  

Accretion expense

     242,678  

Foreign exchange

     (26,740
  

 

 

 

Balance, October 31, 2019

     1,717,223  
  

 

 

 

 

7.

INVESTMENT

Investment consists of a 29% (2019 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded at cost, being the best approximation of the investment’s fair value. Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

8.

PROPERTY AND EQUIPMENT

 

     Computer
Hardware
     Furniture &
Equipment
     Computer
Software
    Building      Leasehold
Improvements
     Lab
Equipment
    Total  
     $      $      $     $      $      $     $  

Cost:

                  

Balance, April 30, 2018

     93,813        98,527        12,373       —          393,421        2,787,105       3,385,239  

Acquired on acquisition of IPA Europe

     —          —          30,974       —          —          —         30,974  

Additions

     17,184        12,538        87,821       —          —          612,046       729,589  

Foreign exchange

     —          —          (1,153     —          —          (30,141     (31,294
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     110,997        111,065        130,015       —          393,421        3,369,010       4,114,508  

Additions

     3,952        —          —         1,668,533        —          186,091       1,858,576  

Foreign exchange

     —          —          (760     —          —          (49,382     (50,142
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, October 31, 2019

     114,949        111,065        129,255       1,668,533        393,421        3,505,719       5,922,942  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Accumulated Depreciation:

                  

Balance, April 30, 2018

     70,883        70,218        8,299       —          102,052        1,552,418       1,803,870  

Depreciation

     17,252        15,418        40,533       —          103,764        500,194       677,161  

Foreign exchange

     —          —          (43     —          —          (5,029     (5,072
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, April 30, 2019

     88,135        85,636        48,789       —          205,816        2,047,583       2,475,959  

Depreciation

     7,071        2,030        43,998       217,840        17,588        268,562       557,089  

Foreign exchange

     —          —          (217     —          —          (31,304     (31,521
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance, October 31, 2019

     95,206        87,666        92,570       217,840        223,404        2,284,841       3,001,527  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Book Value:

                  

April 30, 2019

     22,862        25,429        81,226       —          187,605        1,321,427       1,638,549  

October 31, 2019

     19,743        23,399        36,685       1,450,693        170,017        1,220,878       2,921,415  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

9.

INTANGIBLE ASSETS    

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes and certifications have a useful life of 5 years. The changes in the value of the intangible assets during the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Internally
Generated
Development
Costs
    Intellectual
Property
    Proprietary
Processes
    Certifications     Total  
     $     $     $     $     $  

Cost:

          

Balance, April 30, 2018

     —         4,270,229       —         —         4,270,229  

Acquired on acquisition of IPA Europe

     —         —         6,159,755       145,108       6,304,863  

Foreign exchange

     —         (125,004     (229,263     (5,401     (359,668
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         4,145,225       5,930,492       139,707       10,215,424  

Additions

     71,817       —         —         —         71,817  

Foreign exchange

     (529     (105,730     (151,265     (3,563     (261,087
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 31, 2019

     71,288       4,039,495       5,779,227       136,144       10,026,154  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated Amortization:

          

Balance, April 30, 2018

     —         227,746       —         —         227,746  

Amortization

     —         416,890       1,169,233       —         1,586,123  

Foreign exchange

     —         (9,035     (6,641     —         (15,676
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         635,601       1,162,592       —         1,798,193  

Amortization

     —         203,475       605,294       —         808,769  

Foreign exchange

     —         (17,712     (34,117     —         (51,829
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 31, 2019

     —         821,364       1,733,769       —         2,555,133  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Book Value:

          

April 30, 2019

     —         3,509,624       4,767,900       139,707       8,417,231  

October 31, 2019

     71,288       3,218,131       4,045,458       136,144       7,471,021  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

10.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures are unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and are due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.    

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

During the three and six months ended October 31, 2019, the Company recorded accretion expense of $70,910 and $166,666 (2018 – $124,045 and $247,417). The changes in the value of the Debentures during the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     3,489,397  

Accretion expense

     427,592  

Settlement of debentures

     (1,208,655
  

 

 

 

Balance, April 30, 2019

     2,708,334  

Accretion expense

     166,666  

Repayment

     (125,000
  

 

 

 

Balance, October 31, 2019

     2,750,000  
  

 

 

 

 

11.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan is secured by certain equipment, bears an interest rate of 4% per annum and is repayable in monthly installments of €2,250. The interest is owed per month in arrears. The principal outstanding at October 31, 2019 is €18,000 (CAD$26,408) (April 30, 2019 – €31,500 (CAD$47,423)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at October 31, 2019 is €24,625 (CAD$36,127) (April 30, 2019 – €34,675 (CAD$52,203)).

 

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On April 5, 2018, the Company assumed loans payable of €74,000 (CAD$115,713) as a result of the acquisition of Immulease. On May 18, 2016, Immulease entered into a credit facility agreement pursuant to which the lender provides a facility amount of up to €200,000. The credit facility is unsecured, bears an interest rate of 3% per annum and is repayable on demand. The interest is owed per month in arrears. The principal outstanding at October 31, 2019 is €nil (CAD$nil) (April 30, 2019 – €8,000 (CAD$12,044)).    

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

 

     $  

Balance, April 30, 2018

     290,445  

Loan proceeds

     200,000  

Loan repayments and foreign exchange

     (378,775
  

 

 

 

Balance, April 30, 2019

     111,670  

Loan repayments and foreign exchange

     (49,135
  

 

 

 

Balance, October 31, 2019

     62,535  

Current portion

     (55,897
  

 

 

 

Non-current portion

     6,638  
  

 

 

 

 

12.

LEASES

The Company entered into certain equipment leases expiring between 2021 and 2023 with interest rates of between 13% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018 and May 2018. With the adoption of IFRS 16, Leases (see Note 3), the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at October 31, 2019 and April 30, 2019 are as follows:

 

     October 31,
2019

$
     April 30,
2019

$
 

Equipment under finance lease repayable in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

     98,527        107,077  

Right-of-use asset from office lease repayable in monthly instalments of $21,015 and an interest rate of 8% per annum and an end date of April 2023.

     788,881        —    

Right-of-use asset from office lease repayable in monthly instalments of $22,012 and an interest rate of 8% per annum and an end date of December 2022.

     739,823        —    

Current portion

     (341,597      (35,757
  

 

 

    

 

 

 

Non-current portion

     1,285,634        71,320  
  

 

 

    

 

 

 

As at October 31, 2019, the Company’s equipment includes a net carrying amount of $94,478 (April 30, 2019 – $104,014) for the leased equipment. The net carrying amount of the right-of-use assets from office lease obligation is $1,450,693 (April 30, 2019 – $nil).

 

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:

 

     $  

2020

     294,759  

2021

     565,122  

2022

     552,739  

2023

     446,989  
  

 

 

 

Total minimum lease payments

     1,859,609  

Less: imputed interest

     (232,378
  

 

 

 

Total present value of minimum lease payments

     1,627,231  

Less: Current portion

     (341,597
  

 

 

 

Non-current portion

     1,285,634  
  

 

 

 

 

13.

SHARE CAPITAL

a) Authorized:

Unlimited common shares without par value.

b) Share capital transactions:

2019 Transactions

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

 

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the year ended April 30, 2019.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit (Note 10). Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred payment to IPA Europe (Note 6). The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500. A value of $30,658 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.05.

2020 Transactions

During the six months ended October 31, 2019, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500. A value of $12,490 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.69.

c) Escrow

There are 1,627,945 common shares of the Company held in escrow as at October 31, 2019. Under the Escrow Agreement, the common shares held in escrow will be released from escrow on December 29, 2019.

d) Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.    

On September 24, 2018, the Company granted 95,000 stock options, exercisable at $0.95 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $67,402 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

On November 7, 2018, the Company granted 300,000 stock options, exercisable at $0.82 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $184,658 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On December 31, 2018, the Company granted 1,250,000 stock options, exercisable at $1.00 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $625,485 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On January 11, 2019, the Company granted 415,000 stock options, exercisable at $1.00 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $228,801 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On October 1, 2019, the Company granted 250,000 stock options, exercisable at $0.475 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $86,395 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 1, 2019, the Company granted 200,000 stock options, exercisable at $1.00 per option, to a consultant of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $32,096 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.56%, and an expected life of 2 years.

On October 3, 2019, the Company granted 150,000 stock options, exercisable at $0.50 per option, to a director of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $53,326 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 65,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $14,627 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.54%, and an expected life of 2.96 years.

Expected volatility was based on the historical volatility of similar companies.

During the three and six months ended October 31, 2019 the Company has recorded $214,120 and $500,115 (2018 - $183,123 and $494,823) of share-based payments expense.

 

22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

The changes in the stock options for the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Number of
options

#
     Weighted
average
exercise
price

$
     Weighted
average life
remaining

(years)
 

Balance, April 30, 2018

     4,871,666        0.68        4.20  

Granted

     2,060,000        0.97        —    

Exercised

     (135,000      0.30        —    

Expired

     (200,000      1.24        —    

Forfeited

     (1,293,333      0.71        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     5,303,333        0.78        3.87  

Granted

     665,000        0.69        —    

Exercised

     (55,000      0.30        —    

Forfeited

     (803,333      0.69        —    
  

 

 

    

 

 

    

 

 

 

Balance, October 31, 2019

     5,110,000        0.78        3.50  

Unvested

     (1,741,667      0.86        4.33  
  

 

 

    

 

 

    

 

 

 

Exercisable, October 31, 2019

     3,368,333        0.75        3.07  
  

 

 

    

 

 

    

 

 

 

Details of the options outstanding as at October 31, 2019 are as follows:

 

Expiry Date

   Exercise
price

$
     Remaining
life

(year)
     Options
outstanding
     Unvested      Vested  

October 1, 2021

     1.00        1.92        200,000        —          200,000  

December 20, 2021

     0.30        2.14        550,000        —          550,000  

September 18, 2022

     1.01        2.88        950,000        —          950,000  

January 3, 2023

     0.65        3.18        250,000        —          250,000  

February 7, 2023

     0.47        3.27        700,000        —          700,000  

September 24, 2023

     0.95        3.90        95,000        31,666        63,334  

November 7, 2023

     0.82        4.02        300,000        200,000        100,000  

December 31, 2023

     1.00        4.17        1,250,000        833,334        416,666  

January 11, 2024

     1.00        4.20        415,000        276,667        138,333  

October 1, 2024

     0.48        4.92        250,000        250,000        —    

October 3, 2024

     0.5        4.93        150,000        150,000        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     0.78        3.50        5,110,000        1,741,667        3,368,333  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

e) Warrants

The changes in the warrants for the six months ended October 31, 2019 and the year ended April 30, 2019 are as follows:

 

     Number of
warrants

#
     Weighted
average
exercise
price

$
     Weighted
average life
remaining

(years)
 

Balance, April 30, 2018

     6,378,000        0.70        3.93  

Issued

     11,354,500        1.23        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019 and October 31, 2019

     17,732,500        1.04        1.44  
  

 

 

    

 

 

    

 

 

 

Details of the warrants outstanding as at October 31, 2019 are as follows:

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

Expiry Date

   Exercise
price

$
     Remaining
life

(year)
     Warrants
outstanding
 

March 26, 2022

     0.70        2.43        6,378,000  

June 18, 2020

     1.00        0.63        875,000 (1) 

September 24, 2020

     1.25        0.90        9,102,500  

October 25, 2020

     1.25        0.99        1,377,000  
  

 

 

    

 

 

    

 

 

 
     1.04        1.44        17,732,500  
  

 

 

    

 

 

    

 

 

 

 

(1) 

During the six months ended October 31, 2019, the expiry date of these warrants was extended from June 18, 2019 to June 18, 2020.

f) Finder’s Warrants

As at October 31, 2019 the Company has 415,942 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

 

14.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Thomas D’Orazio, former President and CEO; Robert Beecroft, former Interim CEO; Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Charles Wheelock, Chief Technology Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three and six months ended October 31, 2019 and 2018, the compensation for key management is as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019
$
     2018
$
     2019
$
     2018
$
 

Management fees

     44,331        102,403        89,479        206,383  

Professional fees

     —          21,580        —          34,655  

Salaries and other short-term benefits

     285,531        80,911        771,376        182,741  

Share-based payments

     4,988        88,666        269,870        263,758  
  

 

 

    

 

 

    

 

 

    

 

 

 
     334,850        293,560        1,130,725        687,537  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the three and six months ended October 31, 2019, the spouse of a Director provided administrative services for $nil and $nil (2018 – $15,625 and $31,250).

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

15.

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to April 30, 2021 and $21,914 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     252,186  

2021

     252,186  

2022

     262,968  

2023

     262,968  
  

 

 

 
     1,030,308  
  

 

 

 

For the Company’s rental of office and laboratory space in Utrecht, Netherlands, the current lease commenced on January 1, 2017 and terminates on December 31, 2019. Annual minimum lease payments are as follows:

 

      

2020

     88,415  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminates on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3 year term through December 31, 2022. Annual minimum lease payments are as follows:

 

      

2020

     175,454  

2021

     175,454  

2022

     175,454  

2023

     116,970  
  

 

 

 
     643,332  
  

 

 

 

 

16.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At October 31, 2019 and April 30, 2019, the Company has one reportable segment, being antibody production and related services.

During the six months ended October 31, 2019, the Company had sales to nil (2018 - nil) customer who in aggregate accounted for more than 10% (2018 – 10%) of revenue.

The Company’s revenues are allocated to geographic segments for the three and six months ended October 31, 2019 and 2018 as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019
$
     2018
$
     2019
$
     2018
$
 

United States of America

     1,379,352        723,593        2,283,729        1,324,604  

Canada

     474,654        159,191        681,477        299,823  

Europe

     1,303,393        1,832,655        2,809,319        3,890,434  

Other

     4,966        1,352        103,939        74,715  
  

 

 

    

 

 

    

 

 

    

 

 

 
     3,162,365        2,716,791        5,878,464        5,589,576  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

The Company’s revenues are allocated according to revenue types for the three and six months ended October 31, 2019 and 2018 as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019
$
     2018
$
     2019
$
     2018
$
 

Project revenue

     2,964,969        2,648,595        5,576,837        5,409,368  

Product sales revenue

     187,010        31,614        247,244        62,555  

Cryo storage revenue

     10,386        36,582        54,383        117,653  
  

 

 

    

 

 

    

 

 

    

 

 

 
     3,162,365        2,716,791        5,878,464        5,589,576  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s non-current assets are allocated to geographic segments as at October 31, 2019 and April 30, 2019 as follows:

 

     October 31,
2019

$
     April 30,
2019

$
 

North America

     1,536,209        986,323  

Netherlands

     17,016,553        17,481,425  
  

 

 

    

 

 

 
     18,552,762        18,467,748  
  

 

 

    

 

 

 

Geographic segmentation of the Company’s (loss) income is as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 
     2019
$
     2018
$
     2019
$
     2018
$
 

North America - Corporate

     (1,683,246      (2,499,126      (3,658,009      (3,100,043

North America

     317,850        940,674        205,786        (116,715

Netherlands

     1,851        72,720        76,480        628,664  
  

 

 

    

 

 

    

 

 

    

 

 

 
     (1,363,545      (1,485,732      (3,375,743      (2,588,094
  

 

 

    

 

 

    

 

 

    

 

 

 

Geographic segmentation of the interest and accretion, and amortization and depreciation is as follows:

 

     Three months ended
October 31,
     Six months ended
October 31,
 

Interest and accretion

   2019
$
     2018
$
     2019
$
     2018
$
 

North America - Corporate

     294,569        349,576        925,244        695,535  

North America

     18,645        6,207        42,620        13,125  

Netherlands

     14,541        445        31,744        3,538  
  

 

 

    

 

 

    

 

 

    

 

 

 
     327,755        356,228        999,608        712,198  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

26


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2019 and 2018

(Unaudited – Expressed in Canadian Dollars)

 

 

     Three months ended
October 31,
     Six months ended
October 31,
 

Amortization and depreciation

   2019
$
     2018
$
     2019
$
     2018
$
 

North America - Corporate

     20,639        —          41,279        —    

North America

     117,780        46,433        244,551        82,992  

Netherlands

     525,155        180,249        1,080,028        363,697  
  

 

 

    

 

 

    

 

 

    

 

 

 
     663,574        226,682        1,365,858        446,689  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

17.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions:

   October 31,
2019

$
     July 31,
2018

$
 

Acquisition of equipment by capital lease

     1,668,533        —    
  

 

 

    

 

 

 

The following changes in liabilities arose from financing activities:

 

                  Non-cash changes  
     April 30,
2019

$
     Cash
Flows

$
    Acquisition
$
     Accretion
$
     Foreign
exchange
movements
and change
in estimates

$
    October 31,
2019

$
 

Deferred acquisition payments

     3,063,981        —         —          599,194        (113,493     3,549,682  

Debentures

     2,708,334        (125,000     —          166,666        —         2,750,000  

Loans payable

     111,670        (49,135     —          —          —         62,535  

Leases

     107,077        (203,123     1,723,277        —          —         1,627,231  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

     5,991,062        (377,258     1,723,277        765,860        (113,493     7,989,448  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

27

Exhibit 99.32

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, the Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended October 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.

Date: December 17, 2019

 

“Lisa Helbling”

Lisa Helbling
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.33

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, the Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended October 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.

Date: December 17, 2019

 

“Jennifer Bath”

Jennifer Bath
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.    

Exhibit 99.34

 

LOGO

ImmunoPrecise Announces Record Quarterly Revenue and Significantly Expands Gross Margins

VICTORIA, Dec. 17, 2019 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) announces today that it has released its financial results for the second quarter ended October 31, 2019. The financial statements and related management’s discussion and analysis (“MD&A”) can be viewed on SEDAR at www.sedar.com.

Financial Highlights:

Revenue. During the three months ended October 31, 2019, the company generated revenues of $3,162,365, compared to revenues of $2,716,791 in the 2018 fiscal period. This represents a 16% rise in revenue for the three-month period. The increasing revenue trend is due to growth in both the volume of contracts as well as an increase in the financial value of individual client programs resulting in a larger average value per program. Revenue outlook is positive for third quarter.

Gross Margin. During the three months ended October 31, 2019, the Company achieved a gross profit of $2,490,015 compared to $1,401,725 in the 2018 fiscal period. Gross profit increased by 78% over the same period last year. In percentage terms, the Company’s gross profit increased to 79% from 52% in 2018. The higher gross profit in 2019 was mostly attributable to the Company investing heavily in research and development initiatives, broadening the breadth and value of its intellectual property in both therapeutic oncology assets as well as advanced technologies in the discovery and analysis of human antibody sequences. Gross profit was positivity affected by an increase in the average value per program.

Net Loss. During the three months ended October 31, 2019, the Company recorded a net loss of $1,363,545 compared to net loss of $1,485,732 for the three months ended October 31, 2018. The net loss decreased in 2019 due to $1,088,290 higher gross profit and lower advertising and consulting expense, offset by higher non-cash expenses including amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases, and higher office expenses.

Non-IFRS Measures*. Non-IFRS Adjusted EBITDA was ($63,418) in the second quarter of 2019 compared to ($744,054) in the second quarter of 2018. The reduction in loss is due primarily to non-cash expenses reconciling IFRS Net Loss to Adjusted EBITDA. The reduction in EBITDA Loss for the quarter is due to higher gross profit ($1,088,290) offset by higher Adjusted Operating Expenses ($407,654) primarily due to the Company’s investment in research and development and information technology.

Reflecting on the calendar year of 2019, Dr. Jennifer Bath, CEO and President, added, “During 2019 we won an increased number of large pharma clients requiring more comprehensive therapeutic discovery and development outsourcing. These wins have been a core priority for ImmunoPrecise as we grow, which required substantive, strategic investments in our global infrastructure to attract, win and retain large pharma. Onboarding of these programs differs from our pipeline to date in terms of timing and workflow management. While it is a significant positive that we are winning larger programs, we have been cognizant that short-term revenue recognition can be affected by the timing of project activity. We have worked diligently to ensure that these are coupled with renewing, smaller projects to attain business continuity, thoughtful space and equipment utilization and therefore greater profitability going into 2020.”


About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive, single-cell interrogation technology and the DeepDisplay custom phage libraries, as well as the Abthena bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter timeframe, with the highest probability of succeeding to clinical trials. ImmunoPrecise’s discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal period ended October 31, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

*Non-IFRS Financial Measure

Readers are cautioned that “Adjusted EBITDA” is a measure not recognized under IFRS. Adjusted EBITDA is defined as earnings before interest income, taxes, depreciation and amortization, share-based compensation, restructuring costs, impairment charges and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Readers are cautioned that “Adjusted EBITDA” is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as indicator of performance, cash flow or profitability.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E


For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 09:08e 17-DEC-19

Exhibit 99.35

 

LOGO

ImmunoPrecise Antibodies Will Be in San Francisco During J.P. Morgan Healthcare Conference Week January 13-16, 2020

VICTORIA, Jan. 6, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) announced today IPA will be in San Francisco during the J.P. Morgan 38th Annual Healthcare Conference events running from January 13-16, 2020 in San Francisco, California. The annual J.P. Morgan Healthcare Conference is the largest and most informative healthcare investment symposium in the industry, bringing together industry leaders, emerging fast-growth companies, innovative technology creators, and members of the investment community.

Thirty-eight years ago, this meeting launched as a boutique event with only 20 companies focused on biotechnology. Now it attracts more than 450 companies, both public and private, to deliver presentations to more than 9,000 attendees. Global thought leaders and biotech industry experts share their ideas and strategies with investors to reshape the industry.

Jennifer Bath, ImmunoPrecise President and CEO, Frederic Chabot, Investor Relations, and Brian Lundstrum, Director, will be taking investor and business development meetings throughout the conference. To request a meeting please email Sue LeGare.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive, single-cell interrogation technology and the DeepDisplay custom phage libraries, as well as the Abthena bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter timeframe, with the highest probability of succeeding to clinical trials. ImmunoPrecise’s discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical facts, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for ImmunoPrecise being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal period ended October 31, 2019 which can be


accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/January2020/06/c4036.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 09:30e 06-JAN-20

Exhibit 99.36

 

LOGO

ImmunoPrecise Subsidiary Joins Genmab and Merus in Expansion to new Biotech Accelerator at the Center of Europe’s Most Competitive Science Region

VICTORIA and UTRECHT, The Netherlands, Jan. 9, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced that its wholly owned subsidiary U-Protein Express BV signed a long-term lease contract for the new multi-tenant building for life sciences “Accelerator” at the Utrecht Science Park (Utrecht, The Netherlands). In addition to accommodating large biotechnology companies, the new building will offer space to companies that want to accelerate their development. The design is based on the vision of listed biotechnology companies Genmab (NASDAQ:GMAB) and Merus (NASDAQ:MRUS): Improving lives of patients by developing innovative therapies for cancer treatment, partly by entering into valuable collaborations. Accelerator endorses this ambition by creating a unique hub within the innovation ecosystem.

Accelerator offers Utrecht Science Park a welcome addition to accommodate more innovative companies in the Life Sciences sector. The building will be developed aiming for high sustainability requirements (BREEAM Excellent) and will have a prominent place at the entrance of Utrecht Science Park.

“We are happy to welcome U-Protein Express to Accelerator. Accelerator is designed to facilitate and connect Life Sciences companies, creating a tight international community within Utrecht Science Park. U-Protein Express is a great addition to the ecosystem and Accelerator will stimulate their growth ambitions,” said Chiel van Dijen, Commercial Director of Kadans Science Partner.

Dr. Martin Hessing, General Manager of U-Protein Express, stated: “We are delighted to move our continuously expanding service activities towards the new building alongside important stakeholders such as Genmab and Merus. This will enable us to keep in pace with our growing contract research business as Accelerator will give us over 3-4 times current capacity”.

“The investments we are making in our European operations are a strong reflection of ImunoPrecise’s position in the marketplace and positive outlook for the future,” said Dr. Jennifer Bath, President and CEO. “The Accelerator provides state-of-the-art facilities that enable our talented team to respond to the increasing demand for our services and innovative technologies.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive single-cell interrogation technology and the DeepDisplay custom, OmniAb®-based phage libraries, as well as the Abthena bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.


Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/January2020/09/c3850.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:59e 09-JAN-20

Exhibit 99.37

 

LOGO

ImmunoPrecise integrates SGI-DNA’s benchtop automated DNA printer to accelerate antibody discovery and manufacturing services

VICTORIA, SAN DIEGO, and UTRECHT, Netherlands, Jan. 20, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, and SGI-DNA, INC., a company dedicated to developing transformative synthetic biology technologies and revolutionary DNA data storage solutions, today announced that IPA is integrating SGI-DNA’s benchtop automated DNA printer to accelerate antibody discovery and manufacturing services at its European facilities.

ImmunoPrecise Antibodies will become the first CRO in Europe to integrate the BioXp 3200 System in its workflows as part of its vision for adopting breakthrough technologies in the discovery and manufacturing of antibodies. The BioXp 3200 System is the world’s first benchtop automated system that rapidly synthesizes and clones high-quality, double-stranded DNA fragments into any vector in an overnight run. Placing the BioXp 3200 System at IPA’s Utrecht laboratories (U-Protein Express BV), IPA will be accelerating turnaround time for generating custom DNA for the discovery and manufacturing of antibodies and proteins.

“The BioXp 3200 System will greatly reduce our turnaround time for cloning activities in our discovery and manufacturing projects, positively impacting our manufacturing capacity. Moreover, the BioXp 3200 enables additional avenues of synthetic biology, enhancing our ability to generate, analyze and screen large numbers of gene sequences for a variety of applications,” said Dr. Jennifer Bath, President and CEO of ImmunoPrecise. “It fits perfectly into our continuous implementation of new, emerging, and disruptive technologies”.

Dr. Martin Hessing, General Manager of U-Protein Express, added, “by automating rapid DNA synthesis, we will put IPA in a competitive position, allowing faster delivery of our antibodies.”

Dan Gibson, CTO and Co-Founder of SGI-DNA, commented, “we are pleased to partner with ImmunoPrecise to further develop ground-breaking solutions on the BioXp platform that will enable them to rapidly design, assemble and optimize antibody functionality with iterative speeds not available with any other workflow. Together, we will continue to refine solutions that shorten the antibody design-synthesis-screening timeline from weeks and months down to days, providing clear advantages to their customers.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive single-cell interrogation technology and the DeepDisplay custom, OmniAb®-based phage libraries, as well as the Abthena bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.


Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended October 31, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/January2020/20/c7663.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 20-JAN-20

Exhibit 99.38

Form 52-109FV1

Certification of Annual Filings in Connection

With Voluntarily Filed AIF

This certificate is being filed on the same date that IMMUNOPRECISE ANTIBODIES LTD. has filed an AIF.

I, Lisa Helbling, Chief Financial Officer of IMMUNOPRECISE ANTIBODIES LTD., 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 IMMUNOPRECISE ANTIBODIES LTD., (the “Issuer”) for the financial year ended April 30, 2019.

 

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.

Date: February 14, 2020

 

Lisa Helbling

LISA HELBLING
Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

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

 

 

  ii)

a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.39

Form 52-109FV1

Certification of Annual Filings in Connection

With Voluntarily Filed AIF

This certificate is being filed on the same date that IMMUNOPRECISE ANTIBODIES LTD. has filed an AIF.

I, Jennifer Bath, Chief Executive Officer of IMMUNOPRECISE ANTIBODIES LTD., 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 IMMUNOPRECISE ANTIBODIES LTD., (the “Issuer”) for the financial year ended April 30, 2019.

 

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.

Date: February 14, 2020

 

Jennifer Bath

JENNIFER BATH
Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

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

 

 

  ii)

a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.40

 

LOGO

ANNUAL INFORMATION FORM

of

IMMUNOPRECISE ANTIBODIES LTD.

February 14, 2020


TABLE OF CONTENTS

 

INTRODUCTORY NOTES

     1  

CORPORATE STRUCTURE

     3  

GENERAL DEVELOPMENT OF THE BUSINESS

     3  

BUSINESS

     9  

RISK FACTORS

     14  

DIVIDENDS

     21  

DESCRIPTION OF CAPITAL STRUCTURE

     22  

MARKET FOR SECURITIES

     22  

ESCROWED SECURITIES

     23  

DIRECTORS AND EXECUTIVE OFFICERS

     24  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     29  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     29  

TRANSFER AGENT AND REGISTRAR

     30  

MATERIAL CONTRACTS

     30  

INTERESTS OF EXPERTS

     30  

ADDITIONAL INFORMATION

     30  

 

2


IMMUNOPRECISE ANTIBODIES LTD.

ANNUAL INFORMATION FORM

INTRODUCTORY NOTES

Date of Information

In this annual information form (“Annual Information Form”), ImmunoPrecise Antibodies Ltd., together with its subsidiaries, as the context requires, is referred to as “IPA” or the “Company”. All information contained in this Annual Information Form is as at February 14, 2020, unless otherwise stated, being the date of the most recently completed financial year of the Company, and the use of the present tense and of the words “is”, “are”, “current”, “currently”, “presently”, “now” and similar expressions in this Annual Information Form is to be construed as referring to information given as of that date.

Cautionary Statement Regarding Forward-Looking Statements and Information

This Annual Information Form contains forward -looking statements and information about the Company which reflect management’s expectations regarding the Company’s future growth, results of operations, operational and financial performance and business prospects and opportunities. In addition, the Company may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intends”, “plan”, “forecast”, “budget”, “schedule”, “project”, “estimate”, “outlook”, or the negative of those words or other similar or comparable words.

Forward-looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievement or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievement or realities. Although the forward looking statements and information contained in this Annual Information Form reflect management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward- looking statements and information. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward—looking statements and information. Such risks and factors include, but are not limited to, the following:

 

 

the Company may continue to operate at a net loss;

 

 

an investment in the Company is speculative;

 

 

the Company may require additional financing in order to continue the development and growth of its business;

 

 

the Company will continue to be a going concern.

 

 

the Company does not plan to pay dividends in the near future;

 

 

the success of the Company’s business development and marketing strategy;

 

 

the Company may be subject to growth-related risks including pressure on its internal systems;

 

 

the Company may lose customers which may have a significant impact on revenues;

 

 

the Company’s ability to meet customer performance requirements;

 

 

the trend towards of the concentration of the pharma market;

 


 

the Company’s current products are custom products;

 

 

brand awareness of the Company’s products and services;

 

 

the Company may face significant competition from larger businesses;

 

 

the Company will be dependent on the experience and skill of its management and key personnel;

 

 

the Company not infringing a third party’s intellectual property rights;

 

 

the Company may need to take active steps to protect its intellectual property;

 

 

the pharma industry is subject to patent and other intellectual property litigation;

 

 

the Company’s products and services may become obsolete without innovation;

 

 

the Company needs to continually develop its services;

 

 

the Company’s customers may restrict the use of certain scientific information;

 

 

the Company’s services could expose it to potential liability;

 

 

the Company does not suffer any failures to its laboratory systems;

 

 

the Company uses a limited number of suppliers;

 

 

government regulation of the Company’s products and services;

 

 

uninsured or uninsurable risks of the business;

 

 

the directors and officers may engage in business that is in conflict with the Company.

 

 

the Common Shares of the Company are speculative and may experience high volatility on the TSX Venture Exchange (“TSXV”);

 

 

global economic conditions may adversely affect the Company’s business;

 

 

foreign exchange rates; and

 

 

market percent of smaller companies.

For further details, see the “Risk Factors” section of this Annual Information Form.    

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward -looking statements or information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward—looking statements and information contained herein are made as of the date of this Annual Information Form and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement or information. Accordingly, readers should not place undue reliance on forward looking statements and information contained in this Annual Information Form and the documents incorporated by reference herein. All forward-looking statements and information disclosed in this Annual Information Form are qualified by this cautionary statement.

Currency and Exchange Rate Information

The financial statements included herein are reported in Canadian dollars. References in this Annual Information Form to “C$” or “$” are to the lawful currency of Canada, references to “euros” are to the lawful currency of the European Union, and references to “US$” are to the lawful currency of the United States.

On February 13, 2020, the Bank of Canada noon rate of exchange for one Canadian dollar in United States dollars was C$1.00 = US $0.7544 and for one Canadian dollar in euros was C$1.00 = euros 0.6955.

 

2


CORPORATE STRUCTURE

The Company was continued on September 2, 2016 under the Business Corporations Act (British Columbia). On December 21, 2016, the Company changed its name to “ImmunoPrecise Antibodies Ltd.” The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8. The registered and records office of the Company is located at Suite 704, 595 Howe Street, Vancouver, BC V6C 2T5.

The following sets out the Company’s intercorporate relationship with its subsidiaries:

 

LOGO

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

The Company has emerged as a recognized, full-service, biologics Contract Research and Organization (“CRO”) with a presence in Canada, the US and the Netherlands. The Company is innovation-driven and positioned geographically and scientifically to provide industry-leading human therapeutic antibody discovery and development services for its customers and partners. The Company offers a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC Market symbol is “IPATF”.

Three Year History

Over the last three years, the Company has focused on growing its product offering and revenues through organic growth and mergers and acquisition as set out below.

 

3


Fiscal Year Ended 2017

Revenue Growth

During the year ended April 30, 2017, the Company achieved growth in revenues to $2,630,515 from $1,896,118 in 2016. The Company recorded a net loss of $5,269,420 during the year ended April 30, 2017, compared to net income of $151,035 for the year ended April 30, 2016. The net loss comprised of the $3,887,160 listing expenses recorded on completion of its reverse takeover and an operating loss of $1,382,260, which was mostly attributable to non-recurring costs in foundational growth-enabling investments made to pursue strategic initiatives which attracted consulting fees and other one-tie costs such as systems development, business development and operational efficiency aimed at configuring the Company for significant future growth. At the same time, the Company increased staffing and incurred higher lab operating costs to accommodate greater levels of activity.

Reverse Takeover Transaction

On December 21, 2016, the Company completed its acquisition of IPA pursuant to the terms of a share exchange agreement dated October 20, 2016 (the “Agreement”) among the Company, ImmunoPrecise Antibodies Ltd. (“IPAL”) and the shareholders of IPAL. Under the terms of the Agreement, the Company (A) paid the principal shareholders $1,000,000 and (B) issued a total of 9,602,966 common shares of the Company to the shareholders of IPAL (the “Consideration Shares”). The Consideration Shares represented twenty five percent (25%) of the issued and outstanding shares of the Company on closing of the transaction (“Transaction”) and Financing (as defined below).

Concurrent with closing the Transaction, the Company issued 14,377,500 common shares of the Company at a price of $0.30 per share for gross proceeds of $4,313,250 (the “Financing”). In connection with the Financing, the Company paid finders a cash fee of $42,291 and issued finders share totalling of 505,750 common shares.

As part of the Transaction, the Company changed its name to “ImmunoPrecise Antibodies Ltd.” The Company became listed on the TSX Venture Exchange as a Tier 2 Life Sciences Issuer under the symbol “IPA”.

Exchangeable Note Financing

On September 12, 2016 and prior to closing of the Transaction set forth above, IPAL entered into an exchangeable note for an aggregate sum of $97,500. The exchangeable note bore interest at a rate of 5% per annum and was due and payable on September 12, 2017. The terms of the exchangeable note allowed the holder to exchange the principal amount of the note for 650,000 units of the Company. Each unit is comprised of one common share of the Company and one share purchase warrant with each share purchase warrant exercisable into one additional common share at a price of $0.30 per share for a period of one year from the date of issuance of the warrants.

On March 17, 2017 the exchangeable note was converted into 650,000 units of the Company. On conversion date, the Company had recorded interest and accretion of $6,715.

 

4


Fiscal Year Ended 2018

Revenue Growth

The Company achieved record annual revenue of $5,441,349 in fiscal 2018 compared to $2,630,515 in fiscal 2017. This represents a 106% increase in revenue as a result of its acquisitions of U-Protein Express B.V. (“U-Protein”) and ImmunoPrecise Europe BV (“IPA Europe”), and its ability to grow its core business and expand into higher revenue service offerings in therapeutic antibody discovery.

Acquisition of IPA Europe (formerly, ModiQuest Research B.V.)

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe (formerly called ModiQuest Research BV) located in Oss, The Netherlands. IPA Europe specializes in the generation of monoclonal antibodies (“mAbs”) against difficult target antigens. IPA Europe applies proprietary technologies to all aspects of the antibody discovery process in research and development, diagnostic and therapeutic applications. Using its proprietary ModiFuse (hybridoma electrofusion), ModiSelect (B cell selection) and ModiPhage (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire.

Under the terms of the transaction, the Company acquired IPA Europe and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 (C$11,200,000) (the “Purchase Price”). Immulease is a holding company owning research equipment used in IPA Europe’s operations. €5,000,000 (C$8,000,000) of the Purchase Price was paid on closing, consisting of €2,500,000 (C$4,000,000) in cash and 6,600,399 common shares of the Company (valued at a price of €0.38 (C$0.57) per share). The remaining €2,000,000 (C$3,200,000) of the Purchase Price will be paid in three annual installments of consisting of equal parts cash and equity. The first deferred payment of €666,666 (C$1,014,503), consisting of cash of €333,333 (C$507,000) and 714,793 shares of the Company was made during the financial year ended April 30, 2019.

Acquisition of U-Protein

On August 22, 2017, the Company acquired all the issued and outstanding shares in U-Protein Express B.V. (“U-Protein”) pursuant to the terms and conditions of a securities purchase agreement among the Company, U-Protein and the shareholders of U-Protein (the “U-Protein Agreement”). U-Protein is a company based in Utrecht, The Netherlands and holds the rights to proprietary expression technology used in antibody production. U-Protein is a CRO that offers fast and large-scale production of (mammalian) recombinant proteins and antibodies for research and pre-clinical applications.

Under the terms of the U-Protein Agreement, the Company acquired all of the issued and outstanding shares of U-Protein for €6,830,000 (CAD$10,108,400) (the “Purchase Price”), of which (A) €2,734,732 (CAD$4,047,390) was paid in cash on closing, (B) a total of 3,030,503 common shares of the Company were issued on closing, and (C) €2,047,634 (CAD$3,030,498) in deferred payments over a three (3) year period (the “Deferred Payments”). The Deferred Payments may be made, at the election of the U-Protein shareholder, in cash or by the issuance of up to 3,030,498 common shares over a three-year period. As of the date of this Annual Report, the Company has satisfied the Deferred Payments in 2018 and 2019. The final Deferred Payment is due in December 2020. If the final Deferred Payment is not satisfied by the Company, the shareholders of U-Protein will be permitted to repurchase the shares of U-Protein from the Company at a fair market price.    

 

5


As part of the U-Protein Agreement, the shareholders of U-Protein were issued a dividend of any cash in U-Protein above €500,000. In accordance with the U-Protein Agreement, the three principal shareholders of U-Protein executed on-going management and employment contracts, which include non-solicitation and non-competition clauses as well as performance incentives based on the net profits of U-Protein.

Establishes a New Full-Service B Cell Facility

In April 2018, the Company launched its new, innovative full-service B cell offering, located in Victoria, British Columbia, offering B cell screening, sorting and sequencing on a broad range of therapeutic-relevant protein families including GPCRs (G-protein coupled receptors) and other multi-membrane spanning proteins. A B cell facility permits the Company to increase the speed of antibody discovery platforms, maintains native antibody paring and provides antibodies of higher sensitivity and specificity.

Strengthened Management Team

In February 2018, the Company announced the appointment of Jennifer L. Bath as the new Chief Executive Officer and President. Dr. Bath’s appointment added significant senior leadership and scientific depth to the Company’s leadership team. Previously, Dr. Bath served in an executive role at Aldevron, LLC, as the Global Director, where she held both strategic and technical roles. She headed the global sales and client relations teams, and defined business strategies by applying knowledge based on science, technology and the market. In addition, Dr. bath served as a key technical specialist, particularly for therapeutic antibody discovery, and was responsible for growth and retention of clients.

As part of the expansion of the Company’s senior leadership team, the Company also appointed Charles (Chip) Wheelock as the global Chief Technology Officer and Kari Graber as the Director of Global Client Services and Project Management.

Private Placement Financings

On August 22, 2017, as part of the acquisition of U-Protein, the Company completed a private placement, issuing 5,250,000 common shares at $1.00 per share for gross proceeds of $5,250,000. The Company also issued 281,100 common shares as finders’ fees.

On March 26, 2018, the Company completed a non-convertible debenture (the “Debentures”) financing in the principal amount of C$4,002,000 (the “Offering”). The Debentures are unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and were original due on September 26, 2019 (which have now been extended to March 26, 2020). Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The proceeds of the Offering were used to satisfy the closing cash payment to acquire IPA Europe and Immulease. In fiscal 2019, the Company settled $1,377,000 of previously issued debentures by issuing 1,377,000 Units at a price of $1.00 per Unit. Each Unit consisted of one common share and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue.

Fiscal Year Ended 2019

Revenue Growth

The Company achieved record annual revenue of $10,926,268 in fiscal 2019 compared to $5,441,349 in fiscal 2018. This represents a 100% increase in revenue as a result of its completed acquisitions of IPA Europe and the Company’s ability to grow its core business and expand into higher revenue service offerings in therapeutic discovery.

 

6


Asset Building and New Service Offerings

While CRO services remain the mainstay of the Company, the Company has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s European operations has been compounded by active research and development at all operational sites this year.

The Company also added the following key new service offerings in fiscal 2019:

 

   

Phage-Display Antibody Platforms. Allows the Company to generate monoclonal antibodies in a diverse range of species against complex protein structures.

 

   

Genetic Immunization Platform. The Company’s advanced genetic immunization strategies are applicable in multiple species, including transgenics, and across all discovery platforms. Through the Company’s in-house developed vectors, its protocol produces native protein with appropriate post-transcriptional modifications in vivo.

 

   

DeepDisplayTM. DeepDisplay is a service offering in therapeutic discovery to select rare, fully human antibodies. The combination of transgenic animal immunization with phage display antibody selection delivers the most therapeutically relevant antibodies in a shorter time period with the highest probability of success compared to conventional technologies.

Talem Therapeutics

The Company formed Talem Therapeutics, LLC (“Talem”), based in Cambridge, Massachusetts, to create, advance and partner therapeutic antibodies, discovery programs. Talem is structured to secure assets during their discovery and development stage and seek out strategic partnerships with pharmaceutical and biotech companies, where it will aid in the out-licensing or sale of the therapeutics. The ability for investors to support individual assets or portfolios in Talem generates an asymmetrical opportunity for investments, while avoiding the Company shareholders dilution. The depth and speed of the Company’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in antibody discovery.

New Headquarters and Species Agnostic B Cell Offerings

In May 2018, the Company opened its U.S. headquarters in Fargo, North Dakota. The opening of a U.S. headquarters in Fargo, North Dakota allows the Company to take advantage of a U.S. location that has a significant and diverse economy with a strong history of supporting global life science companies.

In July 2018, the Company launched its European B cell expansion at IPA Europe. Similar to the Company’s existing B cell facility in Victoria, British Columbia, a European B cell service allows the Company to accelerate international growth and meet the international demand of its CRO services.

Key Additions to the Management Team

In February 2019, the Company appointed Lisa Helbling as Chief Financial Officer. Ms. Helbing has brought over 30 years of experience in accounting, financing, and business development within the public markets and has a demonstrated ability to manage financial and operational challenges while governing a dynamic and growing business.

 

7


Private Placement Financings

On June 18, 2018, the Company completed a non-brokered private placement financing of 875,000 units at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consisted of one share and one share purchase warrant, with each warrant exercisable at $1.00 per share for a period of one year from the date of issue.

On September 27, 2018, the Company completed a non-brokered private placement financing by issuing a total of 9,102,500 units (“Units”) of the Company at a price of $1.00 per Unit for gross proceeds of $9,102,500. Each Unit sold in the financing consisted of one common share and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the Company’s volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.

Subsequent to Fiscal Year Ended 2019

Revenue Growth

During the six months ended October 31, 2019 the Company achieved revenues of $5,878,464, compared to revenues of $5,589,576 in the 2018 fiscal period. The increase in revenue was due to an increase in number of large pharma customers requiring more comprehensive therapeutic discovery and development outsourcing.    

New Service Offerings

Subsequent to the fiscal year ended April 30, 2019, the Company has continued to focus advanced service offerings for therapeutic discovery as set out below:

 

   

Abthena bispecific antibody platform. Abthena bispecifics have the ability to bind two different molecules with a single antibody, increasing the therapeutic effectiveness of targeting infectious diseases, payload delivery and functional activity toward challenging targets.

 

   

Integrating SGI-DNA’s benchtop automated DNA printer. The Company has integrated SGI-DNA’s benchtop automated DNA printer, BioXp 3200, to accelerate antibody discovery and manufacturing services at its European facilities.

Key Additions to the Board and Management Team

In October 2019, the Company appointed Dr. Stefan Lang as Chief Business Officer. In this newly created role, Dr. Lang, who has more than 20 years of experience as a senior executive in the biotechnology industry, will be responsible for corporate and business development initiatives, as well as corporate and product strategic planning.

Also in October 2019, the Company appointed Brian Lundstrom as a member of the Board of Directors. Mr. Lundstrom has over 30 years’ protein and antibody therapeutic business experience and was appointed

 

8


to work actively with management to further strengthen the Company’s strategic and commercial growthcommitment to industry-leading therapeutic antibody discovery for both its clients and the company’s emerging internal pipeline.

BUSINESS

Overview

The Company has emerged as a recognized, full-service, biologics contract research organisation (“CRO”) with global operations. A CRO is a company that provides support to the pharmaceutical, biotechnology and medical device industries in the form of research services outsourced to them on a contract basis. The Company is innovation-driven and is strategically positioned - both geographically and scientifically - to provide highly customized, human, therapeutic antibodies. The Company offers a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum. The Company’s full-service package allows it to assist clients from the moment they identify a therapeutic target to the time they are preparing to apply for investigational review of the clinical product.

Products and Services

CRO Services

The Company’s CRO services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi-species antibody discovery; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past 18 months, the Company has gained increasing recognition as a rising leader in the biologics, CRO space, with a focus on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell Select and DeepDisplay platforms to address a range of transgenic animal species and strains.    

 

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The Company’s key CRO services are set forth in detail below:

 

Service

 

Details

B cell SelectTM   In 2018, the Company built on its ten years of experience in single B cell interrogation to offer full-service B cell screening, sorting and sequencing in both North America and Europe on a species agnostic platform, including transgenic, humanized animals. This service is offered against a broad range of therapeutically relevant protein families, including GPCRs and other challenging, multi-membrane spanning proteins. The Company’s platforms enable antibody screening directly from B cells, allowing for the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. The Company announced over a 90% success rate on its B cell technology, which is now offered with a success guarantee.
Phage Display   The Company’s phage display services are based on building custom immune libraries from multiple species, including transgenic animals, or the selection of antigen-specific recombinant antibody fragments from our proprietary human or llama phage libraries. The proprietary libraries have been made from human patient and naïve (scFv) repertoires, as well as from naïve llama (VHH) repertoires. Custom immune libraries are prepared from blood, spleen, lymph nodes, and bone marrow of immunized animals or humans and capture the entire immune repertoire for panning, rescue, and identification of unique antibodies with pre-specified characteristics.
DeepDisplay   A powerful new technology utilizing a combination of Ligand’s OmniAb® transgenic animal platform and ImmunoPrecise Antibodies’ custom phage display antibody selection.
Abthena Bispecifics   The Company’s proprietary bispecific Abthena technology complements its diverse discovery process, integrating seamlessly with the Artemis Intelligence Metadata (AIM) capabilities, to enable rapid turnaround on additional algorithmic outputs in therapeutic antibody optimization, stability, affinity, and manufacturability.
LucinaTechTM Humanization   The Company provides a robust and efficient antibody humanization service, which consistently retains affinity and specificity levels. The approach is based on state-of-the-art in silico antibody modeling to identify essential framework and CDR residues for grafting onto a human antibody framework.
Affinity Maturation   Antibody affinity is important in therapeutic and diagnostic applications. ImmunoPrecise’s antibody affinity maturation service can improve antibody affinities by several fold. The Company applies different strategies to increase the affinity of the antibody, including gene shuffling and random mutagenesis
Immunization, hybridoma, sequencing   The Company offers cutting edge antibody development services including a variety of immunization methods: Rapid Prime immunization, DNA immunization (NonaVac), cell-based immunization (ModiVacc), electro- fusion and hybridoma generation using semi-solid media and clone picking, as well as high throughput, multiplexed screening methods. With ImmunoProtect, the DNA sequence of the antibody will be determined and can be used to express the antibody recombinantly.
rPEx protein manufacturing   The Company provides fast and large-scale production of recombinant mammalian proteins and antibodies for research and preclinical applications. With over 90% success rate with difficult to express proteins and antibodies (e.g. Fc-fusion proteins, bispecific antibodies), the Company offers gram scale production with low endotoxin levels.
Cell line development   Using its proprietary vectors, the Company offers stable cell line development services (non GMP) of target proteins or antibodies adapted to specific growth conditions and media.

In fiscal 2019, the Company’s CRO services accounted for 95% (2018: 96%) of the revenue of the Company.

 

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Therapeutic Discovery Program

While CRO services are the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The Company has invested strategically invested in the development and licensing of antibody discovery platforms and related intellectual property assets. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites this year, including the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

The Company formed Talem Therapeutics (“Talem”), based in Cambridge, Massachusetts, to support its internal and partnered therapeutic, discovery programs. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb transgenic animals using their own license. The ability for investors to support individual assets or portfolios generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise shareholder dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.

Production of Services

The Company’s operations are carried out globally in three separate facilities: Victoria British, Columbia (IPA Canada) and Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe).

IPA Canada’s new laboratory in Victoria is located at a fully operational antibody production facility that effectively doubles its revenue generating capacity. To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

U-Protein Express, situated in the Dutch biotechnology hub of Utrecht, The Netherlands, has been a staple in the recombinant protein community, operating for over 17 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 6,000 different programs, with over a 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of the antibodies originating from the B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. The site also has a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc, which they co-developed.

IPA Europe’s contribution in services and intellectual property to the Company after its acquisition have been substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and disease human scFv libraries, naïve llama scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVacc mouse lymphoid tumor immunization and DNA immunization technologies). Adding to their proprietary services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

 

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Intellectual Property

The Company has initiated the protection of new innovation in its product pipeline and has trademarked its ImmunoProtect technology. Currently, the Company has applied for one patent application and is in the process of applying for additional patent applications relating to its proprietary technology. Its intellectual property strategy has been to protect its intellectual property primarily through a combination of trade secrets and copyright. See also “Risk Factors”.

The Company continues to develop new products such as synthetic estrogen receptor modulator tracker; quantitative self, biomarkers and screening methodologies, production of specific antibodies; screening services and data mining methodologies which will provide expansion and new commercial opportunities for the Company.

Specialized Skill and Knowledge

The Company’s qualified staff of research and development scientists with experience in biotechnology and pharmaceutical sector, academic research and government. The Company brings 30 years of experience in the production of antibodies and has a strong reputation for the delivery of a high standard of quality and professional antibody services and products.

Further, the Company has an in-house research staff, including a number of research scientists with MSc and cadre technical staff, innovating proprietary Rapid Prime immunization, single step cloning using semi-solid media for HAT selection of hybridomas, and B cell selection and screening.

Competitive Conditions

The Company competes primarily against other full-service CROs as well as services provided by in-house research and development, or R&D, departments of biopharmaceutical companies. The Company’s major CRO competitors include Abveris Inc., Aldevron LLC, Antibody Solutions, Genscript Biotech Corp, Lake Pharma Inc., and several specialty and regional CROs.

The Company generally competes on the basis of a number of factors, including experience within specific therapeutic areas, quality of staff and services, reliability, range of provided services, ability to recruit principal investigators and patients into studies expeditiously, ability to organize and manage large-scale, global clinical trials, global presence with strategically located facilities, speed to completion, price and overall value. The Company believes it competes effectively with its competitors across these factors, particularly due to its full-service operating model, its therapeutic expertise, its global platform and its experienced and committed management team. However, some of the Company’s competitors have greater financial resources and a wider range of service offerings over a greater geographic area than we do, which could put us at a competitive disadvantage with respect to these competitors.

Many competitors offer custom antibody production services in addition to large catalogues of antibodies available for sale through their websites. Over the years a number of competitors have been acquired and merged into larger companies, particularly larger laboratory facilities.

The R&D Antibodies market is highly fragmented and served by numerous small suppliers of a similar size and scale to the Company, and no single company appears to dominate the field.

 

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Regulatory Environment

The development, testing, manufacturing, labeling, storage and approval of antibody and therapeutic products are subject to regulation by various government authorities in Canada and Europe. Companies in the pharmaceutical and biotechnology industries, such as the Company’s clients, that carry out clinical trials are subject to stringent regulations. These regulations apply to the Company’s clients and are generally applicable to us when we are providing services to our clients. Consequently, the Company must comply with relevant laws and regulations in the conduct of its business. The Company is in compliance with all Canadian and European regulations regarding the on-going operation of its laboratory facilities and delivery of all its products and services.

Seasonality

Sales of the Company’s products and services are not subject to seasonality fluctuations.

Changes to Contracts

The Company uses a standard Master Services Agreement (“MSA”) with all customers for custom monoclonal and polyclonal antibodies and peptide protection and does not anticipate any changes in its MSA. The Company has a standard form of contract for its other services and anticipates development of a standard license agreement to take advantage of new licensing opportunities.

Foreign Operations

The Company currently conducts operations in Canada and Europe and distributes and offers its products and services globally. As such, it does not anticipate any risks associated with foreign operations.

Market for Products

Market Segment and Geographic Areas

Therapeutic antibodies dominate markets worth was US$115 billion in 2018. It is estimated that the human therapeutic antibody market will grow to US$300 billion in 2025. Growth drivers in the antibodies market are as follows:

 

   

Increasing research and development expenditures in the life science sector and in therapeutics industry

 

   

Emergence of innovative facilitating platforms

 

   

Growing demand for revolutionary therapies for major diseases as populations age and life expectancies increase

 

   

Growing emphasis on antibody development at CRO’s

 

   

Increasing applications in the environmental sectors

Biopharmaceuticals is the fastest growing pharma sector. This market is mainly dominated by large pharmaceutical companies, like Abbvie, Novartis, Roche and Johnson & Johnson. The world’s best-selling drug in 2018 was Humira (“Adalimumab”) by Abbvie, with global revenues of US$19.9 billion. Companies are currently sponsoring clinical studies for more than 570 mAbs. Of these, approximately 90% are early-stage studies designed to assess safety (Phase I) or safety and preliminary efficacy (Phase I/II or Phase II) in patient populations.

 

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The Diagnostics market was estimated at about US$20 billion in 2017. This market is driven by strong growth in the immunoassay market and has a CAGR of 5.3%. The value of this market reached an estimated US$35 billion in 2026.

In recent years, the number of monoclonal antibody drugs approved for launch proliferated, with 79 approved and available on the market as December 2019. For 2022, it is expected that 9 of 15 best-selling drugs worldwide will be monoclonal antibody drugs, the fastest growing and most important segment in global bio-pharmaceutical market.

The R&D market is highly fragmented and served by numerous small suppliers. The global research-based protein- and antibody-related service and product market is expected to grow with a CAGR of 6.1% from 2018 to 2025 from an estimated US$2.5 billion in 2016 to US$3.1 billion, respectively.

Previously, the Company has focused on the diversified and relatively small R&D Antibody market delivering products and services to academic, biotechnology and pharmaceutical customers located primarily in North America. With the acquisition of U-Protein Express and Modiquest Research, the Company is expanding to the therapeutic antibody market and delivering an expanded portfolio of products and services to customers in Europe and ROW.

Marketing Plan and Strategies

Market Acceptance

The Company has a long-standing acceptance of its customized antibodies and peptide production services in the market. The Company believes that the market acceptance of its products will continue as it organically grows its business, optimizes its laboratory, new sales and marketing capacity and production process to support long-term growth. Further, the Company is one of the few approved CROs for multiple transgenic animal providers on the market, enabling the faster development of therapeutic antibodies. Among 28 human antibodies approved by the FDA between 2002 and 2019, 19 were animal derived and only 9 generated by phage display.

Bankruptcy and Similar Procedures

The Company does not have any bankruptcy, receivership or similar proceedings or any voluntary bankruptcy, receivership or similar proceedings within the three most recently completed financial years or completed during or proposed for the current financial year.

RISK FACTORS

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks described below are not the only ones the Company will face. If any of these risks actually occurs, the Company business, financial condition or results of operations may be materially and adversely affected. In that case, the trading price of the Company’s securities could decline and investors in such securities could lose all or part of their investment.

The Company Operates at a Net Loss

Although the Company earns revenues and operates at a significant margin, the Company’s operates, on a consolidated basis, at a net loss. The Company’s business operations will be largely dependent upon its ability to increase sales in order to cover its ongoing operating expenses. There is no assurance that the Company will increase its sales resulting in it to operate at a profit.

 

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Speculative Nature of Investment Risk

An investment in the Company’s common shares carries a high degree of risk and should be considered as a speculative investment by purchasers. The Company has limited cash reserves. The Company’s revenue from operations may not mitigate the risks associated with the Company’s planned activities.

Liquidity and Future Financing Risk

Although the Company is a going concern, the Company does not have cash reserves for funding future growth and expansion and therefore may require additional financing in order to fund future growth in operations and expansion plans. The Company’s ability to secure any required financing to sustain its operations will depend in part upon prevailing capital market conditions, as well as the Company’s business success. There can be no assurance that the company will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to the Company’s management. If additional financing is raised by issuing shares of the Company, control may change, and shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, the Company may be required to scale back its business plan.

Going-Concern Risk

The financial statements of the Company have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company’s future operations are dependent upon the achievement of on-going profitable operations. There can be no assurances that the Company will be successful in continuing to achieve profitability.

Absence of Cash Dividends

To date, the Company has not paid any cash dividends on its Common Shares and it does not anticipate the payment of any dividends on its Common Shares in the foreseeable future.

Business Development and Marketing Strategy

The Company’s future growth and profitability will depend on the effectiveness and efficiency of its national and international business development and marketing and sales strategy, including the Company’s ability to (i) grow brand recognition for its services internationally; (ii) determine appropriate business development, marketing and sales strategies and (iii) maintain acceptable operating margins on such costs. There can be no assurance that business development, marketing and sales costs will result in revenues for the Company’s business in the future, or will generate awareness of the Company’s products and services. In addition, no assurance can be given that the Company will be able to manage the Company’s business development, marketing and sales costs on a cost-effective basis.

Management of Growth

The Company may be subject to growth-related risks including pressure on its internal systems and controls. The Company ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth could have a material adverse impact on its business, operations and prospects. The Company may experience growth in the number of its employees and the scope of its

 

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operating and financial systems, resulting in increased responsibilities for the Company’s personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Company will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that the Company will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Company’s operations or that the Company will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth.

May Lose One or More of its Customers

The Company’s customers may terminate their contracts with it upon 30 to 90 days’ notice for a number of reasons or, in some cases, for no reason. Although the Company’s customers are currently comprised of a number of pharma entities, the Company is making a strategic shift to increase the number of larger pharma and biotech customers, including the size of each service contract. If any one of the Company’s major customers cancels its contract with the Company, its revenue may decrease.

Failure to Meet the Delivery and Performance Requirements set forth in Customer Contracts

In order to maintain its current customer relationships and to meet the performance and delivery requirements in its customer contracts, the Company must be able to provide products and services at appropriate levels and with acceptable quality and at an acceptable cost. The Company’s ability to deliver the products and provide the services it offers to its customers is limited by many factors, including the difficulty of the processes associated with its products and services, the lack of predictability in the scientific process and the shortage of qualified scientific personnel. In particular, a large portion of the Company’s revenue depends on producing biologics and the current rate at which the Company is producing them. Some of the Company’s customers can influence when it will deliver products and perform services under their contracts. If the Company is unable to meet its contractual commitments, it may delay or lose revenue, lose customers or fail to expand its existing relationships.

Custom Products

The Company is reliant on the development, marketing and sale of its custom antibodies. If the Company does not achieve sufficient market acceptance of its products and services, it will be difficult for the Company to achieve consistent profitability.

Brand Awareness

The Company’s expansion of its products and services depends on increasing brand awareness with respect to its products and services. There is no assurance that the Company will be able to achieve brand awareness. In addition, the Company must successfully develop a larger market for its services in order to increase the sales of its services. If the Company is not able to successfully develop a market for its services, then such failure will have a material adverse effect on the business, financial condition and operating results of the Company.

Competition

Although the Company believes that there are only a limited number of full-service, biologics, CRO firms, the Company may face significant competition in selling its products and services. Competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy

 

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customer demands, (ii) superior customer service, and (iii) high levels of quality and reliability. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of the Company’s products or level of service to customers or any occurrence of a price war among the Company’s competitors and the Company may adversely affect the business and results of operations.

Key Personnel Risk

The Company’s success will depend on its directors’ and officers’ ability to develop the Company’s business and manage its operations, and on the Company’s ability to attract and retain the Chief Executive Officer, management team and other key technical, sales, public relations and marketing staff or consultants to operate and grow the business. The loss of any key person or the inability to find and retain new key persons could have a material adverse effect on the Company’s business. Competition for experienced scientists is intense. The Company competes with pharmaceutical and biotechnology companies, including its customers and collaborators, medicinal chemistry outsourcing companies, contract research companies, and academic and research institutions to recruit scientists. The Company’s inability to hire additional qualified personnel may also require an increase in the workload for both existing and new personnel. The Company may not be successful in attracting new scientists or management or in retaining or motivating its existing personnel. The shortage of experienced scientists, and other factors, may lead to increased recruiting, relocation and compensation costs for such scientists, which may exceed the Company’s expectations. These increased costs may reduce the Company’s profit margins or make hiring new scientists impracticable.

Patent Infringement

While the Company believes that its products and operations will not violate the intellectual property rights of third parties, other parties could bring legal actions against the Company claiming damages and seeking to enjoin the marketing and sale of the Company’s products for allegedly conflicting with patents held by them. Any such litigation could result in substantial cost to the Company and diversion of effort by its management and technical personnel. If any such actions are successful, in addition to any potential liability for damages, the Company could be required to obtain a license in order to continue to market the affected products. There can be no assurance that the Company would prevail in such action or that any license required under any such patent would be available on acceptable terms, if at all. Failure to obtain needed patents, licenses or proprietary information held by others may have material adverse effect on the Company’s business. In addition, if the Company were to become involved in such litigation, it could consume a substantial portion of the Company’s time and resources.

Intellectual Property Protection

The Company’s success will depend on its ability to obtain, protect and enforce patents on their technology. Any patents that the Company’s may own or license in the future may not afford meaningful protection for their technology and products. The Company’s efforts to enforce and maintain our intellectual property rights may not be successful and may result in substantial costs and diversion of management time. In addition, others may challenge patents the Company may obtain in the future and, as a result, these patents could be narrowed, invalidated or rendered unenforceable or it may be forced to stop using the technology covered by these patents or to license the technology from third parties. In addition, current and future patent applications on which the Company depend may not result in the issuance of patents. Even if the Company’s rights are valid, enforceable and broad in scope, competitors may develop products based on similar technology that is not covered by the Company’s patents. Further, since there is a substantial backlog of patent applications at the various patent offices, the approval or rejection of the Company and its competitors’ patent applications may take several years.

 

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In addition to patent protection, the Company also relies on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of the Company’s trade secrets and proprietary information, the Company requires its employees, consultants and advisors to execute confidentiality and proprietary information agreements. However, these agreements may not provide the Company with adequate protection against improper use or disclosure of confidential information and there may not be adequate remedies in the event of unauthorized use or disclosure. Furthermore, like many companies in the Company’s industry, we may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities we conduct. In some situations, our confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants or advisors have prior employment or consulting relationships. Although the Company’s require its employees and consultants to maintain the confidentiality of all confidential information of previous employers, the Company or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to its trade secrets. The Company’s failure to protect its proprietary information and techniques may inhibit or limit its ability to exclude certain competitors from the market and execute its business strategies.

Patent and Other Intellectual Property Litigation

The drug research and development industry has a history of patent and other intellectual property litigation and these lawsuits will likely continue. Because the Company produces and provides many different products and services in this industry, it faces potential patent infringement suits by companies that control patents for similar products and services. In order to protect or enforce the Company’s intellectual property rights, it may have to initiate legal proceedings against third parties. In addition, others may sue the Company for infringing their intellectual property rights or the Company may initiate a lawsuit seeking a declaration from a court that it does not infringe the proprietary rights of others. The patent positions of pharmaceutical, biotechnology and drug discovery companies are generally uncertain and involve complex legal and factual questions. No consistent policy has emerged from the U.S. Patent and Trademark Office or the courts regarding the breadth of claims allowed or the degree of protection afforded under patents like those for which the Company has applied. Legal proceedings relating to intellectual property would be expensive, take significant time and divert management’s attention from other business concerns, whether the Company wins or loses. The cost of such litigation could affect the Company’s profitability.

Further, if the Company does not prevail in an infringement lawsuit brought against it, the Company might have to pay substantial damages, including treble damages, and it could be required to stop the infringing activity or obtain a license to use the patented technology. Any required license may not be available to the Company on acceptable terms, or at all. In addition, some licenses may be nonexclusive, and therefore, the Company’s competitors may have access to the same technology licensed to the Company. If the Company fails to obtain a required license or are unable to design around a patent, it may be unable to sell some of its products or services.

Obsolescence

The pharmaceutical and biotechnology industries are characterized by rapid and continuous technological innovation. The Company competes with companies around the world that are engaged in the development and production of products and services, including pharmaceutical companies, biotechnology companies, and contract research companies. Academic institutions, governmental agencies and other research organizations also are conducting research and developing technologies in areas in which the Company

 

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provides services, either on their own or through collaborative efforts. The Company’s pharmaceutical and biotechnology company customers have internal departments that provide products and services that directly compete with the Company’s products and services. Many of the Company’s competitors offer a broader range of products and services and have greater access to financial, technical, scientific, business development, recruiting and other resources than the Company does, and some of their competitors may also operate with a lower cost structure. The Company anticipates that it will face increased competition in the future as new companies enter the market and advanced technologies become available. The Company’s products, services and expertise may become obsolete or uneconomical due to technological advances or entirely different approaches developed by the Company, its customers or one or more of its competitors. For example, advances in databases and molecular modeling tools that predict how effectively compounds will treat a targeted disease may render some of their technologies obsolete. While the Company plans to develop technologies that will give them a competitive advantage, they may not be able to develop the technologies necessary for them to successfully compete in the future. Additionally, the existing approaches of the Company’s competitors or new approaches or technologies developed by their competitors may be more effective than those they develop. The Company may not be able to compete successfully with existing or future competitors.

Research and Development and Product Development

The Company is a life science company providing custom antibody engineering and production services for a wide variety of environmental, diagnostic and research applications and to support their research and development efforts for research and pre-clinical applications. The Company is engaged development of new process, procedures and innovative approaches to antibody production. The Company has been engaged in such research and development activities for over 30 years. However, there is an on-going expense associated with research and development activities and no assurance that such research and product development activities will produce new and innovative processes, procedures or innovative approaches to antibody production.

Customers May Restrict the Company’s Use of Scientific Information

The Company’s ability to improve the efficiency of the CRO services it provides by, among other things, developing an effective database designed to predict how chemical compounds interact with a targeted disease-related protein, depends in part on the Company’s generation and use of information that is not proprietary to their customers and that they derive from performing these services. However, the Company’s customers may not allow them to use this information with other customers, such as the general interaction between types of chemistries and types of drug targets that the Company generates when performing drug discovery services for their customers. Without the ability to use this information, the Company may not be able to develop a database, which may limit their ability to improve the efficiency of the drug discovery services they provide.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business will be dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of antibodies requires state of the art laboratory facilities and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality of standard of the Company’s products and services expected from customers. There is no assurance that the Company will be able to expand and operate such state of the art laboratory services and recruit and retain qualified staff.

 

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The Company produces and supplies antibodies and there is no guarantee that such production will be successful and produce the desired results. As a result, the Company continues to be exposed to potential liability that may exceed any insurance coverage that the Company may obtain in the future. As a result, the Company may incur significant liability exposure, which may exceed any insurance coverage that the Company may obtain in the future. Even if the Company elects to purchase such insurance in the future, the Company may not be able to maintain adequate levels of insurance at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims may increase the Company’s operating loss and affect its financial condition.

Limited Number of Suppliers

The Company currently purchases certain key components of biological and chemical materials that it uses in its products and services from a limited number of outside sources. The Company’s reliance on its suppliers exposes it to risks, including: (i) the possibility that one or more of its suppliers could terminate their services at any time without penalty; (ii) the potential inability of its suppliers to obtain required materials; (iii) the potential delays and expenses of seeking alternative sources of supply; and (iv) reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternative suppliers.

Consequently, if materials from the Company’s suppliers are delayed or interrupted for any reason, the Company may not be able to deliver their products and perform their services on a timely basis or in a cost-efficient manner.

Change in Law, Regulations and Guidelines

The Company’s businesses are subject to particular laws, regulations, and guidelines. Although the Company intends to comply with all laws and regulations, there is no guarantee that the governing laws and regulations will not change which will be outside of the Company’s control.

Uninsured or Uninsurable Risk

The Company may become subject to liability for risks against which it cannot insure or against which the Company may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for the Company’s usual business activities. Payment of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position and operations.

Conflicts of Interest Risk

Certain of the Company’s directors and officers are also involved as advisors for other companies. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers conflict with or diverge from the Company’s interests. In accordance with the British Columbia Business Corporations Act (“BCBCA”), directors who have a material interest in any person who is a party to a material contract or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract.

In addition, the directors and the officers are required to act honestly and in good faith with a view to our best interests. However, in conflict of interest situations, the Company’s directors and officers may owe the

 

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same duty to another company and will need to balance their competing interests with their duties to the Company. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavourable to the Company.

Market Risk for Securities

The market price for the Company’s shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the Company’s shares. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

Global Economic Conditions

Current global economic conditions could have a negative effect on the Company’s business and results of operations. Market disruptions have included extreme volatility in securities prices, as well as severely diminished liquidity and credit availability. The economic crisis may adversely affect the Company in a variety of ways. Access to lines of credit or the capital markets may be severely restricted, which may preclude the Company from raising funds required for operations and to fund continued development. It may be more difficult for the Company to complete strategic transactions with third parties. The financial and credit market turmoil could also negatively impact suppliers, customers and banks with whom the Company does business. Such developments could decrease the Company’s ability to source, produce and distribute its products or obtain financing and could expose it to risk that one of its suppliers, customers or banks will be unable to meet their obligations under agreements with them.

Foreign Exchange Rates

The Company may conduct business with customers, distributors, suppliers, or other service providers in currencies other than Canadian Dollars and Euros. Therefore, the Company’s business could be adversely affected by fluctuations in domestic or foreign currencies.

Smaller Companies

Market perception of smaller companies may change, potentially affecting the value of investors’ holdings and the ability of the Company to raise further funds through the issue of further Common Shares or otherwise. The share price of publicly traded smaller companies can be highly volatile. The value of the Common Shares may go down as well as up and, in particular, the share price may be subject to sudden and large falls in value given the restricted marketability of the Common Shares, results of operations, changes in earnings estimates or changes in general market, economic and political conditions.

DIVIDENDS

The Company has not paid any dividends. The Company intends to retain its earnings, if any, to finance the future growth and development of its business and does not expect to pay dividends or to make any other distributions in the foreseeable future. Payment of dividends in the future is dependent upon the earnings and financial condition of the Company and other factors which the Board may deem appropriate at the time.

There are no restrictions in the constating documents of the Company, and it is not currently expected that there will exist such restriction elsewhere, which could prevent the Company from paying dividends.

 

21


DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company’s authorized share capital consists of an unlimited number of Common Shares. As at the date of this Annual Information Form, 67,994,445 Common Shares are issued and outstanding.

Registered holders of Common Shares are entitled to receive notice of and attend all meetings of shareholders of the Company, and are entitled to one vote for each Common Share held at a meeting of shareholders other than meetings at which only the holders of any other class or series of shares of the Company may be issued or outstanding from time to time or are entitled to vote as a separate class or series. In addition, holders of Common Shares are entitled to receive on a pro rata basis dividends if, as and when declared by the board of directors and, upon liquidation, dissolution or winding-up of the Company, are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares, including preferred shares, ranking in priority to, or equal with, the holders of the Common Shares.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares of the Company are listed for trading on the TSXV under the symbol “IPA”. The following table sets out the market price range and trading volumes of the Common Shares on the TSXV for the periods indicated.

 

     TSXV Price Range ($)         

Month and Year

   High
($)
     Low
($)
     Volume
(number of shares)
 

May 2018

     1.130        0.830        2,840,000  

June 2018

     1.320        1.020        3,820,000  

July 2018

     1.210        1.000        2,050,000  

August 2018

     1.130        0.950        3,520,000  

September 2018

     1.020        0.910        2,200,000  

October 2018

     0.970        0.720        2,660,000  

November 2018

     0.910        0.690        1,980,000  

December 2018

     0.740        0.650        1,020,000  

January 2019

     0.710        0.690        671,030  

February 2019

     0.830        0.580        1,430,000  

March 2019

     0.840        0.680        2,930,000  

April 2019

     0.850        0.660        2,310,000  

May 2019

     0.800        0.670        1,360,000  

June 2019

     0.770        0.670        1,010,000  

July 2019

     0.720        0.530        1,020,000  

August 2019

     0.670        0.550        1,070,000  

September 2019

     0.630        0.470        1,410,000  

October 2019

     0.620        0.445        1,870,000  

November 2019

     0.650        0.520        1,200,000  

December 2019

     0.650        0.500        1,030,400  

January 2020

     0.670        0.510        1,096,600  

 

22


Prior Sales

Since May 1, 2018, the Company issued the following securities.

 

Date Issued

  

Security

   Number      Issue Price      Aggregate Issue
Price
   

Consideration

Received

June 18, 2018

   Common Shares      875,000        0.80      $ 700,000     Cash

September 23, 2018

   Common Shares      9,102,500      $  1.00      $ 9,102,500     Cash

October 25, 2018

   Common Shares      1,377,000      $ 1.00      $ 1,377,000     Debenture Conversion

December 13, 2018

   Common Shares      78,514      $ 0.78      $ 55,673.90     Settlement Agreement

March 27, 2019(2)

   Common Shares      714,793      $ 0.71      $

 

507,503

(Deemed

 

  Deferred Payment for IPA Europe

Notes:

(1)

On October 25, 2018, 1,377,000 common shares were issued in exchange for debentures converted.

(2)

On March 17, 2019, 714,793 common shares were issued pursuant to a deferred payment to IPA Europe.

ESCROWED SECURITIES

No securities of the Company are currently held in escrow or are subject to contractual restrictions on transfer.

 

23


DIRECTORS AND EXECUTIVE OFFICERS

Directors

The directors of the Company are set forth below:

 

Name and

Municipality

of Residence

  

Principal

Occupation During

Past Five Years

  

Director Since

  

Number of

Voting

Securities(1)

   Percent of Voting
Securities(1)

Jennifer Bath(3)(4)

North Dakota, USA

   CEO, President of the Company since February 2018; Global Director of Aldevron, LLC from July 2015 to February 2018; Associate Professor at Concordia College from May 2005 to August 2015    May 2018    41,669 (Direct)    *

James Kuo(2)(4)

California, USA

   Managing Director at Athena Bioventures, Chairman of the Company since December 2016.    December 2016    Nil    Nil

Robert Beecroft(2)(5)

British Columbia, Canada

   Retired; President and CEO of the Company from May 9, 1995 to August 13, 2016    December 2016    4,330,433(6) (Direct and Indirect)    6.37%

Greg Smith(2)(3)(4)

British Columbia, Canada

   President & Owner of Broadway Refrigeration; Chairman of Lite Access Technologies (TSXV:LTE); Director of Atlas Engineered Products Inc. (TSXV: AEP)    September 2016    55,000 (Direct and Indirect)    *

Robert Burke(4)(5)

British Columbia, Canada

   Professor at the University of Victoria.    December 2017    83,000(7) (Direct and Indirect)    *

Paul Andreola (3)(4)

Vancouver, Canada

   CEO and Director of NameSilo Technologies Corp. (TSXV: URL); Director of Ironwood Capital Corp. (TSXV: IRN.P)    November 2018    5,413,400(8) (Direct and Indirect)    7.96%

Brian Lundstrom

Nevada, USA

   CBO and VP of Ligand Pharmaceuticals Incorporated (NASDAQ: LGND)    October 2019    Nil    Nil

Notes:

*

Denotes less than 1% of the issued and outstanding Common Shares.

(1)

The information as to the nature of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by the directors, not being within the knowledge of the Company, has been furnished by such directors.

(2)

Member of the Audit Committee.

(3)

Member of the Compensation Committee.

(4)

Member of the Finance Committee.

(5)

Member of the Nomination Committee.

(6)

Of the 4,330,433 shares, 4,001,113 shares are held by Mr. Beecroft and 329,320 are held by a trust for which Mr. Beecroft is a trustee.

(7)

Of the 55,000 shares, 50,000 shares are held by Mr. Smith and 5,000 shares are held by the spouse of Mr. Smith.

(8)

Of the 83,000 shares, 40,000 shares are held by Mr. Burke and 43,000 shares are held by the spouse of Mr. Burke.

(9)

Of the 2,678,400 shares, 1,694,800 shares are held by Mr. Andreola, 1,159,600 shares are held by the spouse of Mr. Andreola and 2,550,000 shares are held by NameSilo Technologies Corp., a company controlled by Mr. Andreola.

 

24


Executive Officers

The executive officers of the Company are set forth below:

 

Name and

Municipality

of Residence

  

Principal

Occupation During

Past Five Years

  

Officer Since

  

Number of
Voting
Securities(1)

   Percent of Voting
Securities

Jennifer Bath

North Dakota, USA

   As Above.    February 2018    As Above    As Above

Lisa Helbling

North Dakota, USA

   Chief Financial Officer of the Company since January 2019; CFO of Anchor Ingredients from January to August 2018; and CFO and Treasurer of TMI Hospitality from December 2011 to December 2017    January 2019    10,000 (Direct)    *

Stefan Lang

Freiburg, Germany

   Chief Business Officer of the Company since October 2019; Vice President of Business Development of Aldevron LLC    October 2019    7,000 (Direct)    *

Charles Wheelock

North Dakota, USA

   Chief Technology Officer of the Company since April 2018; Vice President of Implementation Specialist from 2016 to 2017; Vice President of Summit Group Software from 2015 to 2016; Senior Global Technical Account Manager of Microsoft from 2002 to 2015    April 2018    5,000 (Direct)    *

Note:

*

Denotes less than 1% of the issued and outstanding Common Shares.

(1)

The information as to the nature of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by the executive officers, not being within the knowledge of the Company, has been furnished by such officers.

Shareholdings of Directors and Executive Officers

As at the date of this Annual Information Form, the directors and executive officers of the Company, as a group, beneficially owned, or controlled or directed, directly or indirectly, 9,945,502 Common Shares, representing approximately 14.6% of the issued and outstanding Common Shares of the Company.    

Biographical Information

The following is a brief description of each of the executive officers and directors of the Company (including details with regard to their principal occupations for the last five years).

 

25


Jennifer Bath, Chief Executive Officer, President and Director

Dr. Jennifer Bath has twenty years’ experience in biopharma industry, previously serving on the executive team at Aldevron, LLC. Prior, she was the executive director of the Global Vaccine Institute and has served as an international advisor with an experienced and proven leader in strategic planning and corporate growth as well as converting pharma companies’ scientific challenges into operational solutions. Dr. Bath specializes in strategic growth, business operations alignment, and value creation. She holds a Ph.D. in Cellular and Molecular biology from North Dakota State University.

James Kuo, Chairman and Director

Dr. James Kuo, MD, MBA currently serves as Chief Executive Officer of OncoTracker, Inc. in West Hollywood, CA. James Kuo is an experienced biotech industry executive and investor, who brings business and management experience to the company. During his career, he has held executive positions in private as well as listed biotech companies in the US. He previously served as CEO of BioMicro Systems, Inc. and Synthetic Biologics, Inc. Prior to that, he was CEO of Discovery Laboratories, Inc. after having worked as Associate Director in Corporate Licensing and Development at Pfizer Inc. Dr. Kuo is presently Managing Director at Athena Bioventures in La Jolla, CA.A physician by training, James Kuo obtained his MBA at the Wharton School of the University of Pennsylvania.

Robert Beecroft, Director

Robert Beecroft is a director of the Company. has served as founder, CTO and director of the Company since 1999 and has over 25 year’s experience in the development of innovative and proprietary methods for the production of monoclonal and polyclonal antibodies and peptides. Mr. Beecroft has a B.Sc. in Microbiology from University of Victoria and has been involved in over 15 Research Projects over the course of the last 25 years and been an instructor for graduate students at the University of Victoria on the use and production of monoclonal antibodies for over 13 years.

Greg Smith, Director

Mr. Greg Smith is a seasoned capital markets veteran who held senior positions in investment banking before recently transitioning to private equity with the acquisition of one of the largest HVAC companies in Western Canada. Mr. Smith also held the position of Portfolio Manager for Phillips, Hagar & North & Executive Director, Canadian Securitization Group, CIBC World Markets in Toronto for close to ten years. Mr. Smith currently serves as President & Director of Broadway Refrigeration & Air Conditioning Co. Ltd. and Omega Mechanical Ltd., who collectively have over 150 employees. Mr. Smith earned an MBA from Dalhousie University, is a Chartered Financial Analyst and has served in advisory and board positions to multiple private and public ventures.

Robert Burke, Director

Dr. Robert D. Burke is an Emeritus Professor at the University of Victoria, where he was a faculty member for over 35 years. He has a longstanding research interest in the molecular basis of cellular signaling in early embryonic development. His research involves production and characterization of antibodies and he employs them extensively with high-resolution optical imaging methods. Dr. Burke has published over 100 peer-reviewed publications and has supervised numerous trainees. He was Chair of the Department of Biochemistry and Microbiology for 8 years, was on the University of Victoria Senate for 12 years, and served on numerous advisory and management committees nationally and internationally. Dr. Burke completed a BSc (Honours) and a PhD at the University of Alberta.

 

26


Paul Andreola, Director

Mr. Andreola has over 20 years of business development and financial markets experience including senior management, marketing, and communications roles for early stage companies. Mr. Andreola is the President, Chief Executive Officer and Director of NameSilo Technologies Corp. Previously in his career, Mr. Andreola was a licensed investment advisor for over 10 years and has facilitated multiple early stage private and public companies in the resource and technology sectors. Mr. Andreola has served on the board of, and in advisory positions to, several public and private companies

Brian Lundstrom, Director

Mr. Lundstrom is trained in immunology and international business and has over 30 years’ experience. Mr. Lundstrom started his career with product and clinical development for Novo Nordisk and subsequently held increasingly executive roles, including with SangStat, now a division of Sanofi Genzyme. During the past eight years, Mr. Lundstrom established the global business for the industry’s most diverse and partnered transgenic animal platforms for antibody discovery, which was sold to Ligand Pharmaceuticals Incorporated in 2016. Mr. Lundstrom is presently an executive with Ligand and CEO of Abvivo LLC.

Lisa Helbling, Chief Financial Officer

Ms. Lisa Helbling has over 30 years experience in finance and accounting gained from diverse industries and roles. For the past 8 years, she served in the role of CFO, most recently for the Company. Prior to being a CFO, she was the VP of Internal Audit and Business Risk Management for Otter Tail Corporation (NASDQ: OTTR) a diversified electric utility and Controller for Clarica Life iInsurance Company-U.S., a subsidiary of a Clarica Life Insurance Co., then listed on the Toronto Stock Exchange. She began her career in public accounting. As the Company’s CFO Ms. Helbling provides strategic vision and leadership to create and execute finance strategy to support the Company’s global sites, management of debt and equity, financial planning, budgeting and cash management. Ms. Helbling also develops and oversees the accounting, financial reporting, financial internal controls, risk management and compliance activities. Ms Helbling currently serves on the Board of Directors for Healthy Dakota Mutual Holdings and is Chair of the Audit and Compliance Committee. She is a Certified Public Accountant and has a Bachelor of Science in Accounting.

Stefan Lang, Chief Business Officer

Dr. Lang previously served as the Vice President of Business Development at Aldevron LLC. Dr. Lang brings extensive background knowledge in the therapeutic antibody sector including corporate strategy, R&D innovation, sales and business development. He has an impressive breadth of leadership within the biotech industry, including experience working at the organizational level and as a globally recognized and respected leader in antibody business development. Dr. Lang holds a Dr. rer. nat. in biology from the Technical University of Karlsruhe, Germany a diploma in biology from the University of Kassel, Germany. He started his career as a technical consultant and moved into the biotech industry in 2000.

Charles Wheelock, Chief Technology Officer

Mr. Wheelock brings a diverse background to IPA, he has held leadership positions within the software development and services industries over the past 25 years encompassing global ERP deployments, cloud transformations and building strategic line of business applications. Mr. Wheelock has served as a Vice

 

27


President at Implementation Specialists and Summit Group Software, leading software services, development, and sales. Prior to Implementation Specialists Mr. Wheelock spent 16 years at Microsoft in various roles, where he drove both strategic and technical initiatives from within the customer services organization. Mr. Wheelock holds a Bachelor’s degree from the University of Kansas along with several industry and project management certifications.

Cease Trade Orders or Bankruptcies

To the knowledge of the Company:

 

(a)

no director or executive officer of the Company is, as at the date of this Annual Information Form, or was within 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including IPA), that:

 

  (i)

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

 

  (ii)

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

For the purposes of this subsection (a), “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, and in each case that was in effect for a period of more than 30 consecutive days.

 

(b)

no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company:

 

  (i)

is, as at the date of this Annual Information Form, or has been within the 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including IPA) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, become 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

 

  (ii)

has, within the 10 years before the date of this Annual Information Form, become 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 the assets of the director, executive officer or shareholder.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

 

28


Penalties or Sanctions

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

 

(a)

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(b)

any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such conflict of interest arises at a meeting of the Company’s board of directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the BCBCA, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosures by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law. See “Risk Factors – Conflicts of Interest”. The directors and officers of the Company are not aware of any such conflicts of interests.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not aware of: (a) any legal proceedings to which it is a party, or by which any of its property is subject, which would be material to it and are not aware of any such proceedings being contemplated, (b) any penalties or sanctions imposed by a court relating to securities legislation, or other penalties or sanctions imposed by a court or regulatory body against it that would likely be considered important to a reasonable investor making an investment decision and (c) any settlement agreements that we have entered into before a court relating to securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or shareholder holding on record or beneficially, directly or indirectly, more than 10% of the issued shares of the Company, or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction in which the Company has participated prior to the date of this Annual Information Form, which has materially affected or is reasonably expected to materially affect the Company.

 

29


TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the only material contracts that the Company has entered in the financial year ended April 30, 2019, or before the last financial year but still in effect, are as follows:

 

1.

Securities Purchase Agreement dated August 22, 2017 among the Company, U-Protein and the shareholders of U-Protein.

 

2.

Share Purchase Agreement dated March 15, 2018 among the Company, ImmunoPrecise Netherlands B.V., Modiquest Research B.V., Immulease B.V. and Immusys B.V.

Copies of the above material contracts are available for inspection at the registered office of the Company located at c/o Northwest Law Group, Suite 704, 595 Howe Street, Vancouver, BC V6C 2T5.

INTERESTS OF EXPERTS

Crowe MacKay LLP, Chartered Accountants, provided an auditor’s report in respect to the Company’s financial statements for the year ended April 30, 2019. Crowe MacKay LLP is independent with respect to the Company in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

ADDITIONAL INFORMATION

Additional financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for the year ended April 30, 2019, which will be available under the Company’s profile on the SEDAR website at www.sedar.com.

Copies of all materials incorporated by reference herein and additional information relating to the Company are available under the Company’s profile on the SEDAR website at www.sedar.com.

Dated February 14, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Jennifer Bath”

Jennifer Bath

President and Chief Executive Officer

 

30

Exhibit 99.41

APPENDIX A - NOTICE DECLARING INTENTION TO BE QUALIFIED UNDER NATIONAL

INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS

(“NI 44-101”)

February 19, 2020

 

TO:

  

BRITISH COLUMBIA SECURITIES COMMISSION

AND TO:

  

ALBERTA SECURITIES COMMISSION

IMMUNOPRECISE ANTIBODIES LTD. (the “Issuer”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.

IMMUNOPRECISE ANTIBODIES LTD.

 

Jennifer Bath

Jennifer Bath
Chief Executive Officer

Exhibit 99.42

 

LOGO

ImmunoPrecise Launches Coronavirus Vaccine and Therapeutic Antibody Program

VICTORIA, Feb. 20, 2020 /CNW/ - ImmunoPrecise Antibodies Ltd (the “Company”), a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, announces its commitment to the development of innovative vaccines against the new coronavirus originating in Wuhan, China (SARS-CoV-2) as well as coronavirus-neutralizing antibodies, addressing both prophylactic and therapeutic measures to fight the virus and its associated disease, COVID-19.

IPA’s Rapid Research and Development (RR&D) Team is leveraging its unique ability to address global, pandemic crises in an abbreviated timeframe. To date, the virus has caused approximately 1,875 deaths and over 74,000 known infections and is rapidly expanding worldwide. ImmunoPrecise has designated Dr. Ilse Roodink, the chairwoman of IPA’s subsidiary Talem Therapeutic’s scientific committee, as the Coronavirus Global Project Leader. Under her supervision, the Company has embarked on a global response and properly designed campaign. The sophisticated infrastructure of IPA significantly contributed to a quick, but sensible, response initiated by the design and production of relevant SARS-CoV-2 target antigens to facilitate the upcoming identification of prophylactic and therapeutic compounds using IPA’s proprietary discovery platforms (including B Cell Select and DeepDisplay) and Talem’s access to the leading transgenic animal platform OmniAb® for direct generation of human antibodies.

“We believe that ImmunoPrecise will make an impressive contribution to the global fight against SARS-CoV-2,” stated Dr. Jennifer Bath, President and CEO of ImmunoPrecise Antibodies. “With the aid of iterative advancements rapidly compiling from across the globe, including data such as the February 19th release of the prefusion form of the new coronavirus spike glycoprotein, research teams are advancing the collective effort toward the development of efficacious vaccines, therapeutic antibodies, and diagnostics. We grow more determined each day about contributing to this endeavor, as we monitor the rapid, global spread of SARS-CoV-2.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell Select progressive single-cell interrogation technology and the DeepDisplay custom, OmniAb®-based phage libraries, as well as the Abthena bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

ImmunoPrecise’s discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

There is no assurance that the Company will be successful in the development of a vaccine and/or therapeutic against the new coronavirus. In particular, the development of a vaccine and/or therapeutic requires significant capital, which will require additional financing by the Company, successful clinical trials and extensive regulatory approvals.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended October 31, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

View original content to download multimedia:

http://www.prnewswire.com/news-releases/immunoprecise-launches-coronavirus-vaccine-and-therapeutic-antibody-program-301008684.html

SOURCE ImmunoPrecise Antibodies Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2020/20/c1932.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 14:39e 20-FEB-20

Exhibit 99.43

 

LOGO

ImmunoPrecise Announces Artificial Intelligence Collaboration with EVQLV to Accelerate Vaccine and Antibody Discovery for SARS-CoV-2 Coronavirus

The partnership with the New York-based artificial intelligence company will focus on high-throughput computational antibody design to derive novel leads from ImmunoPrecise’s platforms and accelerate Coronavirus therapeutic antibody discovery and development.

NEW YORK and VICTORIA, March 2, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA” (TSX VENTURE: IPA) (OTC QB: IPATF), through its subsidiary, Talem Therapeutics (talemtherapeutics.com), and the New York-based company EVQLV, Inc. (evqlv.com), announces a new collaboration aimed at accelerating the global effort to develop lead therapeutic and vaccine candidates against the SARS-CoV-2 virus. IPA’s announcement discloses they have teamed up with EVQLV, an artificial intelligence (AI) company focused on accelerating the discovery and optimization of antibody therapies, as the companies work together to augment and accelerate Talem’s Coronavirus discovery program.

 

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As part of the collaboration, EVQLV will perform in silico antibody design and discovery to generate novel, optimized antibody sequences leveraging lead candidate data from IPA’s discovery technologies, as well as previously published sequences. EVQLV plans to utilize its high-speed, evolutionary algorithms with IPA’s expedited B cell Select and custom DeepDisplay antibody outputs to intelligently discover context-dependent representations that comprise the mutational space of therapeutic candidates for the treatment of SARS-CoV-2 Coronavirus.

“We have been working diligently with EVQLV’s executive team on strategic and operational alignments for the past nine months, an astonishingly fateful advantage under these circumstances, and are able, consequently, to leverage the benefits of this collaboration immediately,” said Dr. Jennifer Bath, President and CEO of IPA. “Our time spent with EVQLV’s management has demonstrated their immense capacity for creativity and thinking outside the box, while absorbing the complexities of IPA’s technologies and outputs. We believe the two teams will create significant therapeutic value together.”

EVQLV will build on IPA’s vast sequence outputs as well as published data to identify and screen hundreds of millions of potential treatments in only days, a feat that would be impossible in a laboratory. Using a wide range of machine learning algorithms, EVQLV can filter candidates with a higher probability of success by computationally measuring and leveraging biological rules and unseen patterns. IPA will narrow the most promising, yet diverse, candidates and demonstrate their unique attributes by synthesizing and wet lab testing specific subsets of selected leads.

“We aim to dramatically reduce the time it takes to identify robust lead candidates with clinical relevance,” added Dr. Bath. “It was clear to us that EVQLV and ImmunoPrecise were a textbook fit. Harnessing the most innovative technologies to more quickly and effectively tackle this global health crisis reflects the core of both company’s philosophies, pushing the frontlines of innovation to improve human health and patient outcomes.”

EVQLV’s algorithms work by initially exploring approximately 10150 therapeutic possibilities against each Coronavirus target the team pursues. Based on the learning the AI gains from this process, EVQLV’s computational engine is able to generate millions of potentially relevant therapeutic antibodies against the SARS-CoV-2 Coronavirus. Using high-performance cloud computing, EVQLV runs a massively parallel process to screen these candidates down to the optimal leads by considering critical antibody characteristics.

In addition to collaborating to produce novel, computationally generated therapies for SARS-CoV-2, EVQLV’s cutting edge AI can be applied to candidates generated from IPA’s rapid discovery programs to quickly expand libraries of therapeutics for other disease indications. Further to the Coronavirus collaboration, the companies plan to continue to work together to leverage EVQLV’s continuously improving AI, along with IPA’s expertise in the design and discovery of biologics, to develop a wide range of novel therapies for patients in need.

“We are excited to be working with the incredible team at IPA” stated EVQLV’s CEO, Andrew Satz. “ImmunoPrecise’s end-to-end antibody discovery capabilities and their highly sophisticated platforms are ideally optimized to leverage our computational technology to rapidly discover treatments for the Coronavirus. By working together, we are supporting our shared commitment of using cutting edge technology to accelerate the identification and validation of novel therapies for those in need.”

Therapeutic candidates developed through this collaboration will remain the ownership of IPA, with commercial royalties issued to EVQLV upon completion of pre-defined, commercial milestones.

About EVQLV

EVQLV develops artificial intelligence, engineered with life science data and biological knowledge, to deliver an innovative paradigm that accelerates the speed at which biologic therapies reach patients. Comprised of experts in machine learning, molecular biology, computational biology, pharmacology, software engineering, antibody design, cloud computing, and preclinical/clinical development, EVQLV is on a mission to transform how healing reaches those in need. For further information, visit www.evqlv.com or contact Daniel Gigante at dgigante@evqlv.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

About Talem Therapeutics LLC

Talem Therapeutics is focused on the discovery and development of therapeutic antibodies targeting emerging, infectious diseases, neurology, immuno-oncology, inflammation, and rare/specialty diseases.

With direct access to world-class, expedited and end-to-end technologies in the antibody discovery and development process, Talem accelerates novel, therapeutic antibody treatments to the clinic through strategic alliances and partnerships. For further information, visit www.talemtherapeutics.com or contact bd@talemtherapeutics.com.

There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus. In particular, the development of a vaccine and/or therapeutic requires significant capital, which will require additional financing by ImmunoPrecise, successful clinical trials and extensive regulatory approvals.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by


ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended October 31, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

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For further information: For investor relations please contact Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:00e 02-MAR-20

Exhibit 99.44

 

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ImmunoPrecise Announces Debt Settlement of Previously Issued Debentures

VICTORIA, March 6, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that it wishes to settle up to $796,875 of previously issued debentures including interest by issuing up to 1,328,125 Shares at a price of $0.60 per Share (the “Debt Settlement”). The purpose of the Debt Settlement is to reduce the ongoing debt obligations of the debentures and is subject to the approval of the TSX Venture Exchange.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any


number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended October 31, 2019 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 17:44e 06-MAR-20

Exhibit 99.45

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of March 09, 2020, should be read in conjunction with the unaudited condensed interim consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the three and nine months ended January 31, 2020, together with the audited financial statements and accompanying MD&A of the Company for the year ended April 30, 2019. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars, which is the Company’s reporting currency.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983, and is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

OVERVIEW

The Company has emerged as a recognized, full-service, biologics Contract Research and Organization (CRO) with global operations. The Company is innovation-driven and is strategically positioned - both geographically and scientifically - to provide highly customized, human, therapeutic and diagnostic antibodies. IPA offers a cohesive and extensive portfolio in the protein and antibody research, manufacturing and validation continuum.

The Company’s services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi-species antibody discovery; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past 18 months, the Company has gained increasing recognition as a rising leader in the biologics, CRO space, with a focus on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

In 2018, the Company built on its ten years of experience in single B cell interrogation to offer full-service B cell screening, sorting and sequencing in both North America and Europe on a species agnostic platform, including transgenic, humanized animals. This service is offered against a broad range of commercially relevant targets, including complex proteins, small molecules and chemical groups. The Company’s platforms enable antibody screening directly from B cells, enabling the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. The Company announced an over 90% success rate on its B cell technology, which is now offered with a success guarantee.

U-Protein Express, situated in the Dutch biotechnology hub of Utrecht, The Netherlands, has been a staple in the recombinant protein community, operating for over 15 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with an over 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of antibodies originating from the B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. The site also has a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc, used as a growth factor for organoid culture.

 

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

IPA Europe’s contribution in services and intellectual property to the Company after its acquisition have been substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Using the discovery technologies of ModiFuse (hybridoma electrofusion), ModiSelect (B-cell selection) and ModiPhage (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. Adding to their proprietary services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

While CRO services are the mainstay of the Company, ImmunoPrecise has worked continuously on building an intellectual property estate and portfolio of proprietary methods and physical assets through collaborations, joint ventures, acquisitions and in-licensing. The Company has strategically invested in the development and licensing of antibody discovery platforms and related intellectual property assets. The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s EU operations has been compounded by active research and development at all operational sites, including the on-going development of new service offerings to be rolled out in the fiscal year 2020, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology and infectious diseases.    

The Company formed Talem Therapeutics (“Talem”), based in Cambridge, Massachusetts, to support its internal and partnered therapeutic, discovery programs. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb® transgenic animals using their own license. The ability for investors to support individual assets or portfolios generates an asymmetrical opportunity for investments, while avoiding ImmunoPrecise shareholder dilution. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in antibody discovery.

The Company’s management placed a critical emphasis this past year on building, integrating and securing the business infrastructure to facilitate scalable, strategic growth and recognizing cost synergies. These activities included, but were not limited to, globalizing and standardizing core information technology (IT) infrastructure such as server and client operating systems, databases, security tools, computing platforms and cloud computing, communication tools and content management platforms, to protect both the Company’s and its client’s IP. The Company has also begun to capture synergies after the global integration of sales, marketing, R&D, management, and legal services. The Company has significantly integrated fundamental business services such as payroll, financial controls, and Oracle’s Netsuite CRM and ERP. They will continue to enhance these integrations, as well as create additional synergies.

STRATEGY AND OUTLOOK

Our management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

 

Canada | Europe | United States

www.immunoprecise.com


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

Our objective is to aggressively expand our position as the preferred, global partner for researchers across the globe. Therefore, our strategy is to deliver the leading, comprehensive and integrated continuum of protein and antibody services and to enable our clients and partners to bring new and enhanced therapies to the clinic faster, by offering a progression of services with excellence and continued innovation. We believe we possess a competitive advantage which allows us to execute this strategy, as we continue to focus on our integrated end-to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our clients through the process of discovery through lead candidate selection. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind. In addition to the aforementioned strengths, our global footprint and streamlined processes enable us to leverage our competitive advantages to mature as the global, preferred therapeutic antibody provider.

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, from October 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without own internal research and clinical capabilities1.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly promising for those CROs that fill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented… relatively few of full scale and breadth of service1.

The key players serving the monoclonal antibodies market are Pfizer, GlaxoSmithKline, Novartis, Merck & Co., Amgen, Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan, Daiichi Sankyo Company, Bayer, Bristol Myers Squibb Co., Johnson & Johnson Services, Biogen, Thermo Fisher Scientific, Sanofi Genzyme, F. Hoffmann-La Roche, and Novo Nordisk2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

Ongoing, growing investments by pharma in R&D are expected to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector1.

 

1 

Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, October 3, 2019.

2 

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3 

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

4 

Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

5 

GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

 

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

 

3,030,503 common shares of the Company were issued on closing; and

 

 

€2,047,634 in deferred payments over a six-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019, and the second deferred payment of €682,545 (CAD$1,007,435) has been made in cash during the nine months ended January 31, 2020.

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

 

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a six-year period. The deferred payments were to be made in six equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, a Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

 

Canada | Europe | United States

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

OVERALL PERFORMANCE

During the nine months ended January 31, 2020 the Company achieved revenues of $9,912,904, compared to revenues of $8,285,159 in the 2019 fiscal period. This represents a 20% increase in revenue for the nine-month period. The increasing revenue trend is due to growth in both the volume and financial value of the client contracts, resulting in a larger average value per program. Revenue outlook is positive for the fourth quarter.    

For the first time in the Company’s history, Adjusted EBITDA for the quarter and nine-month period ending January 31, 2020 was positive, at $717,716 and $18,356 respectively. This is a result of third quarter’s 50% increase in revenue and lower adjusted operating expenses compared to the prior year’s quarter and nine-month periods. Adjusted EBITDA is a non-IFRS measure which is fully defined on page ten of this document.

To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

To support management and the Board of Directors in exercising oversight, the Company is implementing information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the Company’s human resources by:

 

   

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

 

   

Leadership and operational alignment: The Company has made changes and updates job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

In the 2020 fiscal year, the goal of the organization is to grow sales revenue and expand our brand awareness. This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our clients from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both internal development as well as through partnerships. To achieve the best results from its investments, the Company continues to add key scientific and management personnel to its team.

RESULTS OF OPERATIONS

Three months ended January 31, 2020

During the three months ended January 31, 2020, the Company generated revenues of $4,034,440, compared to revenues of $2,695,583 in the 2019 fiscal period. This represents a 50% increase in revenue for the three-month

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

period. The increasing revenue trend is due to growth in both the volume of contracts as well as an increase in the financial value of individual client programs resulting in a larger average value per program. Revenue outlook is positive for the fourth quarter.

During the three months ended January 31, 2020, the Company achieved a gross profit of $2,223,669, compared to $1,568,055 in the 2019 fiscal period. In percentage terms, the Company’s gross profit has decreased slightly to 55% from 58% in 2019. The lower gross profit % in 2020 was mostly due to the reclassification of certain overhead expenses to cost of sales for Q3 2020.

The Company recorded a net loss of $625,837 during the three months ended January 31, 2020, compared to net loss of $1,187,056 for the three months ended January 31, 2019. The net loss decreased in 2020 due to $655,614 higher gross profit as well as cost synergies resulting in lower spend, offset by higher non-cash amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $48,117 in 2020 (2019 - $357,286) were higher in 2019 due to certain one-time expenses incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $783,076 from $137,499 in 2019 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Management fees increased to $419,045 from $45,881 in 2019. $373,927 of the management fees were attributed to the profit-sharing payout made to the former shareholders of U-Protein, as part of the acquisition agreement. The profit-sharing payout is a three-year, annual obligation with declining percentage of profit sharing each year. After fiscal year 2021, the profit-sharing payout for U-Protein will cease and the Company will be under no further obligations to share profits with the former shareholders of U-Protein. The profit-sharing expense was recorded as Salaries and benefits in the second quarter and was reclassified as Management fees for consistency with the prior year.

 

   

Office and general expenses of ($57,268) in 2020 is negative as a result of implementing IFRS 16- Leases. The leased asset is capitalized and depreciated with lease expense being eliminated and the lease obligation being recorded as a liability of the company.

 

   

Salaries and benefits expense decreased to $601,826 from $865,938 in 2019, primarily due to reclassifying profit-sharing expense to management fees.

Nine months ended January 31, 2020

During the nine months ended January 31, 2020, the Company generated revenues of $9,912,904, compared to revenues of $8,285,159 in the 2019 fiscal period. This represents a 20% increase in revenue for the nine month-period. The increasing revenue trend is due to growth in both the volume and financial value of client contracts, resulting in a larger average value per program. Revenue outlook is positive for fourth quarter.

During the nine months ended January 31, 2020, the Company achieved a gross profit of $6,090,090, compared to $4,723,701 in the 2019 fiscal period. In percentage terms, the Company’s gross profit increased to 61% from 57% in 2019. The higher gross profit in 2020 was primarily a result of the Company implementing a new ERP system that tracks project costs in more detail than historical methods.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

The Company recorded a net loss of $4,001,580 during the nine months ended January 31, 2020, compared to net loss of $3,775,150 for the nine months ended January 31, 2019. Despite $1,366,389 higher gross profit as well as cost synergies resulting in lower spend, the net loss increased in 2020 primarily due to increase in investments in research and development and non-cash amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $226,267 in 2020 (2019 - $679,932) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $2,077,460 from $522,282 in 2019 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $134,343 in 2020 (2019 - $405,770) and professional fees of $688,939 (2019 - $743,722) were lower because 2019 consultant and professional services were engaged to support one- time initiatives focused on operational efficiency training programs, systems implementation and integration of acquisitions. The company evaluated the use of consulting services vs employees and where appropriate added employees to the team.

 

   

Management fees increased to $489,480 from $137,778 in 2019. $373,927 of the management fees were attributed to the profit-sharing payout made to the former shareholders of U-Protein, as part of the acquisition agreement. The profit-sharing payout is a three-year, annual obligation, with declining percentage of profit sharing. After fiscal year 2021, the profit-sharing payout for U-Protein will cease and the Company will be under no further obligations to share profits with the former shareholders of U- Protein.

 

   

Research and development of $667,292 (2019 - $297,198) increased as a result of the investment in R&D to broaden the breadth and value of its intellectual property assets in techniques inherent in the production of antibodies.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

 

     Three Months Ended ($)         
     January 31,
2020
     October 31,
2019
     July 31,
2019
     April 30,
2019
 

Total revenue

     4,034,440        3,162,365        2,716,099        2,641,109  

Net loss

     (625,837      (1,363,545      (2,012,198      (3,842,317

Basic and diluted loss per share*

     (0.01      (0.02      (0.03      (0.06
     Three Months Ended ($)         
     January 31,
2019
     October 31,
2018
     July 31,
2018
     April 30,
2018
 

Total revenue

     2,695,583        2,716,791        2,872,785        1,810,722  

Net (loss)

     (1,187,056      (1,485,732      (1,102,362      (2,198,428

Basic and diluted loss per share*

     (0.02      (0.02      (0.02      (0.04

 

*

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

The losses for the quarters ended April 30, 2019 and April 30, 2018 are greater than other quarters, as the Company invested heavily in growth enabling initiatives and catch-up amortization recorded of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the condensed consolidated interim financial statements and accompanying notes for the condensed consolidated interim financial statements for the nine months ended January 31, 2020 and the consolidated financial statements and accompanying notes to the financial statements for the year ended April 30, 2019.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted operating EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

The Company defines adjusted operating expenses as operating expenses before share-based compensation, depreciation, amortization and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020     2019  
     $      $      $     $  

Net loss

     (625,837      (1,187,056      (4,001,580     (3,775,150

Income taxes

     138,887        58,405        193,171       248,755  

Amortization expense

     783,076        137,499        2,077,460       522,282  

Accretion

     109,893        189,652        875,753       668,189  

Foreign exchange loss (gain)

     28,978        61,863        (88,329     (142,875

Interest expense

     139,388        87,306        373,136       320,967  

Interest and other income

     231        (43,946      (54,470     (125,005

Share-based payments

     143,100        234,924        643,215       729,747  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

     717,716        (461,353      18,356       (1,553,090
  

 

 

    

 

 

    

 

 

   

 

 

 

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
   2020      2019      2020     2019  
     $      $      $     $  

Operating expenses

     (2,600,495      (2,551,000      (9,077,216     (7,706,912

Amortization expense

     783,076        137,499        2,077,460       522,282  

Foreign exchange loss (gain)

     28,978        61,863        (88,329     (142,875

Interest expense

     139,388        87,306        373,136       320,967  

Share-based payments

     143,100        234,924        643,215       729,747  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted Operating Expenses

     (1,505,953      (2,029,408      (6,071,734     (6,276,791
  

 

 

    

 

 

    

 

 

   

 

 

 

FINANCING ACTIVITIES

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs. The Company extended the warrants for an additional twelve months from the original expiry.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company also proceeded with a Debenture Settlement of $1,377,000 by issuing up to 1,377,000 Units at a price of $1.00 per Unit (the “Debt Settlement”). Each Unit is on the same terms as the Financing.

The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in fiscal year 2019.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred acquisition payment to IPA Europe. The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500.

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

During the nine months ended January 31, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500.

On March 6, 2020, the Company announced that it wishes to settle up to $796,875 of previously issued debentures including interest by issuing up to 1,328,125 Shares at a price of $0.60 per Share (the “Debt Settlement”).

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company adjusts to its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at January 31, 2020, the Company held cash of $2,004,593 (April 30, 2019 – $5,471,650) and had working capital of $1,140,179 (April 30, 2019 – $2,673,667). During the nine months ended January 31, 2020, the Company used $1,854,898 in its operating activities. As part of the investing activities, the Company made equipment purchases of $368,143, incurred internally generated development costs of $169,716, and made a deferred acquisition payment of $1,007,435. As part of the financing activities, the Company received $16,500 from exercise of stock options, offset by lease repayments of $229,423, loan repayments of $66,654 and debenture repayments of $125,000.

The Company’s consolidated financial statements have been prepared based on accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

incurred operating losses since inception, including $4,001,580 for the nine months ended January 31, 2020 and has accumulated a deficit of $21,532,806 as at January 31, 2020. The Company may need to raise additional funds in order to continue as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at January 31, 2020, the Company does not have any commitments for capital expenditures.

CAPITAL EXPENDITURES

The Company made equipment purchases of $368,143 during the nine months ended January 31, 2020 (2019 - $542,975). During the nine months ended January 31, 2020, the Company also incurred internally generated development costs of $169,716.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, CBO; Charles Wheelock, CTO, and Former Employees: Natasha Tsai, CFO; Reginald Beniac, Chief Operating Officer; Oren Beske, President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, Director of U-Protein; Jos Raats, President and CEO of IPA Europe; and Directors of the Company. During the three and nine months ended January 31, 2020 and 2019, the compensation for key management is as follows:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020      2019  
     $      $      $      $  

Management fees (1)

     —          103,524        89,479        309,907  

Professional fees (2)

     —          16,185        —          50,840  

Salaries and other short-term benefits (3)

     365,563        76,446        1,136,939        259,187  

Share-based payments

     16,388        156,257        305,348        420,015  
  

 

 

    

 

 

    

 

 

    

 

 

 
     381,951        352,412        1,531,766        1,039,949  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

The charge includes management fees paid to Dr. Martin Hessing, a former Director of U-Protein and Dr. Jos Raats, former President and CEO of IPA Europe.

(2) 

The charge includes professional fees paid to Malaspina Consultants Inc. in which Natasha Tsai was an associate until October 31, 2018 and an owner thereafter.

(3) 

The charge includes salaries and benefits paid to current key management and former management that includes Robert Beecroft, Dr. Oren Beske and Reginald Beniac.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

During the three and nine months ended January 31, 2020, the spouse of a Director provided administrative services for $nil and $nil (2019 – $15,625 and $46,875).

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at March 01, 2020 is as follows:

 

Security

   Number      Exercise Price      Expiry date  

Issued and outstanding common shares

     67,994,445        NA        NA  

Stock options

     200,000      $ 1.00        October 1, 2021  

Stock options

     550,000      $ 0.30        December 20, 2021  

Stock options

     950,000      $ 1.01        September 18, 2022  

Stock options

     250,000      $ 0.65        January 3, 2023  

Stock options

     700,000      $ 0.47        February 7, 2023  

Stock options

     95,000      $ 0.95        September 24, 2023  

Stock options

     300,000      $ 0.82        November 7, 2023  

Stock options

     1,250,000      $ 1.00        December 31, 2023  

Stock options

     415,000      $ 1.00        January 11, 2024  

Stock options

     250,000      $ 0.48        October 1, 2024  

Stock options

     150,000      $ 0.50        October 3, 2024  

Warrants

     875,000      $ 1.00        June 18, 2020  

Warrants

     9,102,500      $ 1.25        September 24, 2020  

Warrants

     1,377,000      $ 1.25        October 25, 2020  

Warrants

     6,793,942      $ 0.70        March 26, 2022  
  

 

 

       

Total

     91,252,887        

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to August 31, 2020. The lease agreement was amended effective December 1, 2019 so that it now only covers three spaces, and the lease is in the amount of $13,891 per month from December 1, 2019 to April 30, 2021 and $14,485 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     105,075  

2021

     195,186  

2022

     173,820  

2023

     173,820  
  

 

 

 
     647,901  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminated on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3-year term through December 31, 2022. The Company rented a new additional space and the lease commenced on August 1, 2019. Annual minimum lease payments are as follows:

 

      

2020

     182,989  

2021

     185,500  

2022

     185,500  

2023

     123,667  
  

 

 

 
     677,656  
  

 

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labor, and subcontractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed, and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value and relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

Canada | Europe | United States

www.immunoprecise.com


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the nine months ended January 31, 2020 and this accompanying MD&A.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

 

Canada | Europe | United States

www.immunoprecise.com


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, investment, accounts payable and accrued liabilities, loans payable, deferred acquisition payments and debentures. The fair value of investment is determined based on “Level 1” inputs which consist of quoted prices in active markets for identical assets. As at January 31, 2020, the Company believes that the carrying values of cash, amounts receivable, accounts payable and accrued liabilities, deferred payments, debentures, and loans payable approximate their fair values because of their nature and relatively short maturity dates or durations.

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime, B cell Select, DeepDisplay and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete

 

Canada | Europe | United States

www.immunoprecise.com


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

with other market players. Further, the recent acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

 

Canada | Europe | United States

www.immunoprecise.com


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JANUARY 31, 2020

 

 

Pandemic Risk

A new Coronavirus, known as SARS-CoV-2 and causing a disease called COVID-19, which has proved to be highly contagious, emerged in Wuhan, China at the end of 2019. Since the future course and duration of the COVID-19 outbreak are unknown, the Company is currently unable to determine whether the outbreak will have a negative effect on the Company’s results in the fourth quarter of 2020 and beyond. There has been no impact on results through January 31, 2020, and the Company has not experienced negative impact on client sales or the supply chain. The Company’s sales, operations and financial performance could suffer given a potential rapidly spreading virus. Internally, the virus may infect its employees resulting in operating at lower productivity levels or even a complete laboratory shutdown. The company’s business is dependent on its laboratories to produce its products and services which if not operating will impact the financial performance of the company and its ability to meet its obligations. The Company has diversified geographic locations with the ability to perform similar services at other sites. In addition, certain roles have the ability to work remotely and the Company has business interruption insurance which may aid in the recovery of lost profits. External factors may also contribute to this risk, such as the impact of a pandemic on the Company’s clients and suppliers.

FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

Canada | Europe | United States

www.immunoprecise.com

Exhibit 99.46

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2020 AND 2019

(Unaudited – Expressed in Canadian Dollars)


NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of the Company and all information contained in the third quarter 2020 report have been prepared by and are the responsibility of the Company’s management.

The Audit Committee of the Board of Directors has reviewed the condensed interim consolidated financial statements and related financial reporting matters.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditor.


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited – Expressed in Canadian Dollars)

 

 

     Note      January 31,
2020
$
    April 30,
2019
$
 

ASSETS

       

Current assets

       

Cash

        1,938,836       5,471,650  

Amounts receivable

        2,186,009       1,558,354  

Inventory

        2,274,527       2,120,814  

Unbilled revenue

        714,932       393,451  

Prepaid expenses

        480,722       333,702  
     

 

 

   

 

 

 
        7,595,026       9,877,971  

Restricted cash

        65,757       67,450  

Investment

     7        90,404       90,404  

Property and equipment

     8        2,648,062       1,638,549  

Intangible assets

     6, 7, 9        7,148,415       8,417,231  

Goodwill

     5, 6        8,012,714       8,254,114  
     

 

 

   

 

 

 

Total assets

        25,560,378       28,345,719  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and accrued liabilities

     14        969,877       1,594,062  

Taxes payable

        —         27,268  

Deferred revenue

        1,252,213       724,693  

Debentures

     10        2,750,000       2,708,334  

Loans payable

     11        45,016       82,953  

Leases

     12        464,949       35,757  

Deferred acquisition payments

     5, 6        972,792       2,031,237  
     

 

 

   

 

 

 
        6,454,847       7,204,304  

Loans payable

     11        —         28,717  

Leases

     12        895,953       71,320  

Deferred acquisition payments

     5, 6        1,755,964       1,032,744  

Deferred income tax liability

        2,004,256       1,939,559  
     

 

 

   

 

 

 
        11,111,020       10,276,644  
     

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

       

Share capital

     13        32,728,415       32,699,425  

Contributed surplus

     13        3,704,917       3,074,192  

Accumulated other comprehensive loss

        (451,168     (228,060

Deficit

        (21,532,806     (17,476,482
     

 

 

   

 

 

 
        14,449,358       18,069,075  
     

 

 

   

 

 

 

Total liabilities and equity

        25,560,378       28,345,719  
     

 

 

   

 

 

 

Nature of operations (Note 1)

Commitments (Note 15)

Approved and authorized on behalf of the Board of Directors on March 09, 2020

 

        “James Kuo”         

  

Director

  

        “Greg Smith”        

  

Director

 

3

The accompanying notes are an integral part of these condensed interim consolidated financial statements


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

          Three months ended     Nine months ended  
          January 31,     January 31,  
          2020     2019     2020     2019  
     Note    $     $     $     $  

REVENUE

        4,034,440       2,695,583       9,912,904       8,285,159  

COST OF SALES

        1,810,771       1,127,528       3,822,814       3,561,458  
     

 

 

   

 

 

   

 

 

   

 

 

 

GROSS PROFIT

        2,223,669       1,568,055       6,090,090       4,723,701  
     

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

           

Advertising

        48,117       357,286       226,267       679,932  

Amortization and depreciation

   8, 9      783,076       137,499       2,077,460       522,282  

Bad debt

        10,943       —         43,192       —    

Consulting fees

        68,998       92,963       134,343       405,770  

Foreign exchange gain

        28,978       61,863       (88,329     (142,875

Insurance

        39,350       44,734       83,465       112,488  

Interest and bank charges

        139,388       87,306       373,136       320,967  

Management fees

   14      419,045       45,881       489,480       137,778  

Office and general

        (57,268     211,135       552,239       525,491  

Professional fees

   14      173,659       129,939       688,939       743,722  

Rent

        25,234       99,883       134,947       302,024  

Repairs and maintenance

        27,243       43,887       59,376       161,707  

Research and development

        54,190       60,049       667,292       297,198  

Salaries and benefits

   14      601,826       865,938       2,695,543       2,657,536  

Share-based payments

   13, 14      143,100       234,924       643,215       729,747  

Telephone and utilities

        16,298       9,994       39,832       32,367  

Travel

        78,318       67,719       256,819       220,778  
     

 

 

   

 

 

   

 

 

   

 

 

 
        2,600,495       2,551,000       9,077,216       7,706,912  
     

 

 

   

 

 

   

 

 

   

 

 

 

Loss before other income (expenses) and income taxes

        (376,826     (982,945     (2,987,126     (2,983,211
     

 

 

   

 

 

   

 

 

   

 

 

 

OTHER INCOME (EXPENSES)

           

Accretion

   5, 6, 9      (109,893     (189,652     (875,753     (668,189

Interest and other income

        (231     43,946       54,470       125,005  
     

 

 

   

 

 

   

 

 

   

 

 

 
        (110,124     (145,706     (821,283     (543,184
     

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

        (486,950     (1,128,651     (3,808,409     (3,526,395

Income taxes

        (138,887     (58,405     (193,171     (248,755
     

 

 

   

 

 

   

 

 

   

 

 

 

NET LOSS FOR THE PERIOD

        (625,837     (1,187,056     (4,001,580     (3,775,150
     

 

 

   

 

 

   

 

 

   

 

 

 

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

           

Exchange difference on translating foreign operations

        328,584       133,770       (223,108     (465,671
     

 

 

   

 

 

   

 

 

   

 

 

 

COMPREHENSIVE LOSS FOR THE PERIOD

        (297,253     (1,053,286     (4,224,688     (4,240,821
     

 

 

   

 

 

   

 

 

   

 

 

 

LOSS PER SHARE – BASIC AND DILUTED

        (0.01     (0.02     (0.06     (0.06
     

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

        67,994,445       67,163,809       67,990,224       61,168,049  
     

 

 

   

 

 

   

 

 

   

 

 

 

 

4

The accompanying notes are an integral part of these condensed interim consolidated financial statements


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited – Expressed in Canadian dollars, except for share figures)

 

 

     Number of
Shares
     Share
Capital
$
    Contributed
Surplus
$
    Accumulated
Other
Comprehensive
(Loss) Income
$
    Deficit
$
    Total
$
 

Balance, April 30, 2018

     55,474,178        20,455,112       1,707,738       277,090       (9,859,015     12,580,925  

Shares issued pursuant to private placements

     9,977,500        9,802,500       —         —         —         9,802,500  

Cash issue costs and finders’ fees

     182,460        (288,504     —         —         —         (288,504

Shares issued pursuant to settlement of Debentures

     1,377,000        1,115,370       283,000       —         —         1,398,370  

Shares issued pursuant to Crossbeta settlement

     78,514        61,241       —         —         —         61,241  

Shares issued pursuant to option exercise

     110,000        57,980       (24,980     —         —         33,000  

Share-based payments

     —          —         729,747       —         —         729,747  

Comprehensive loss for the period

     —          —         —         (465,671     (3,775,150     (4,240,821
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, January 31, 2019

     67,199,652        31,203,699       2,695,505       (188,581     (13,634,165     20,076,458  

Adjustment to value of shares issued pursuant to acquisition of IPA Europe and Immulease

     —          975,045       —         —         —         975,045  

Shares issued pursuant to deferred acquisition payment to IPA Europe

     714,793        507,503       —         —         —         507,503  

Shares issued pursuant to option exercise

     25,000        13,178       (5,678     —         —         7,500  

Share-based payments

     —          —         384,365       —         —         384,365  

Comprehensive loss for the period

     —          —         —         (39,479     (3,842,317     (3,881,796
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,476,482     18,069,075  

Adoption of IFRS 16 (Note 3)

     —          —         —         —         (54,744     (54,744
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, May 1, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,531,226     18,014,331  

Shares issued pursuant to option exercise

     55,000        28,990       (12,490     —         —         16,500  

Share-based payments

     —          —         643,215       —         —         643,215  

Comprehensive loss for the period

     —          —         —         (223,108     (4,001,580     (4,224,688
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, January 31, 2020

     67,994,445        32,728,415       3,704,917       (451,168     (21,532,806     14,449,358  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

5

The accompanying notes are an integral part of these condensed interim consolidated financial statements


IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

     2020
$
    2019
$
 

Operating activities:

    

Net loss for the period

     (4,001,580     (3,775,150

Items not affecting cash:

    

Amortization and depreciation

     1,973,696       685,258  

Deferred income taxes

     37,429       (166,432

Accretion

     883,485       668,189  

Foreign exchange

     (44,609     (142,875

Share-based payments

     643,215       729,747  
  

 

 

   

 

 

 
     (508,364     (2,001,263

Changes in non-cash working capital related to operations:

    

Amounts receivable

     (627,655     509,726  

Inventory

     (153,713     (255,372

Unbilled revenue

     (321,481     130,697  

Prepaid expenses

     (147,020     92,949  

Accounts payable and accrued liabilities

     (624,185     (1,110,676

Deferred revenue

     527,520       306,493  
  

 

 

   

 

 

 

Net cash used in operating activities

     (1,854,898     (2,327,446
  

 

 

   

 

 

 

Investing activities:

    

Purchase of equipment

     (368,143     (542,975

Internally generated development costs

     (169,716     —    

Deferred acquisition payment

     (1,007,435     (1,049,754

Dividend received

     —         5,460  
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,545,294     (1,587,269
  

 

 

   

 

 

 

Financing activities:

    

Proceeds on share issuance

     16,500       9,835,500  

Share issuance costs

     —         (288,504

Repayment of leases

     (229,423     —    

Proceeds from loans

     —         200,000  

Loan repayments

     (66,654     (342,874

Repayment of debentures

     (125,000     —    
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (404,577     9,404,122  
  

 

 

   

 

 

 

(Decrease) increase in cash during the period

     (3,804,769     5,489,407  

Foreign exchange

     270,262       (172,994

Cash – beginning of the period

     5,539,100       1,806,133  
  

 

 

   

 

 

 

Cash – end of the period

     2,004,593       7,122,546  
  

 

 

   

 

 

 

Cash paid for interest

     143,750       216,572  

Cash paid for income tax

     140,861       —    
  

 

 

   

 

 

 

Supplemental cash flow information (Note 17)

 

6

The accompanying notes are an integral part of these condensed interim consolidated financial statements


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

1.

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $4,001,580 for the nine months ended January 31, 2020 and has accumulated a deficit of $21,532,806 as at January 31, 2020. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the condensed interim consolidated financial statements.

 

2.

BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended April 30, 2019. They do not include all the information required for complete annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and therefore should be read together with the audited annual financial statements for the year ended April 30, 2019.

These condensed interim consolidated financial statements were approved by the Board of Directors for issue on March 09, 2020.

(b) Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

 

7


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

(c) Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

Name of Subsidiary

   % Equity
Interest - 2020
    % Equity
Interest - 2019
    Country of
Incorporation

ImmunoPrecise Antibodies (Canada) Ltd.

     100     100   Canada

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA

     0     100   USA

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Delaware, USA

     100     0   USA

ImmunoPrecise Antibodies (N.D.) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (MA) LLC

     100     100   USA

Talem Therapeutics LLC

     100     100   USA

U-Protein Express B.V. (“U-Protein”)

     100     100   Netherlands

ImmunoPrecise Netherlands B.V.

     100     100   Netherlands

ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)

     100     100   Netherlands

Immulease B.V. (“Immulease”)

     100     100   Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

The Company incorporated a new subsidiary, ImmunoPrecise Antibodies (USA) Ltd. in Delaware, USA on September 11, 2019. ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA, was dissolved on November 4, 2019.

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

 

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

 

3.

ADOPTION OF NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

(a) Adoption of New Accounting Standards

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

(b) Accounting Standards Issued But Not Yet Effective

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

 

4.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2019 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 17.5% and 10.2%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value, and also relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

5.

ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company has acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.3% was used. The changes in the value of the deferred payments during the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,408,205  

Accretion expense

     244,915  

Payment

     (1,049,754

Foreign exchange

     (40,670
  

 

 

 

Balance, April 30, 2019

     1,562,696  

Accretion expense

     315,348  

Payment

     (1,007,435

Foreign exchange

     14,473  
  

 

 

 

Balance, January 31, 2020

     885,082  
  

 

 

 

 

6.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments are made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe. The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

 

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 10.1% was used. The changes in the value of the deferred payments during the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,403,954  

Change in estimate of fair value

     (34,258

Accretion expense

     232,418  

Payment

     (1,014,503

Foreign exchange

     (86,326
  

 

 

 

Balance, April 30, 2019

     1,501,285  

Accretion expense

     401,471  

Foreign exchange

     (59,082
  

 

 

 

Balance, January 31, 2020

     1,843,674  
  

 

 

 

 

7.

INVESTMENT

Investment consists of a 29% (2019 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded at cost, being the best approximation of the investment’s fair value. Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

8.

PROPERTY AND EQUIPMENT

 

     Computer
Hardware
    Furniture &
Equipment
    Computer
Software
    Building     Automobile      Leasehold
Improvements
    Lab
Equipment
    Total  
     $     $     $     $     $      $     $     $  

Cost:

                 

Balance, April 30, 2018

     93,813       98,527       12,373       —         —          393,421       2,787,105       3,385,239  

Acquired on acquisition of IPA Europe

     —         —         30,974       —         —          —         —         30,974  

Additions

     17,184       12,538       87,821       —         —          —         612,046       729,589  

Foreign exchange

     —         —         (1,153     —         —          —         (30,141     (31,294
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     110,997       111,065       130,015       —         —          393,421       3,369,010       4,114,508  

IFRS 16 transition adjustment

     —         —         —         1,668,533       —          —         —         1,668,533  

Additions

     14,182       —         —         44,263       48,205        6,495       254,998       368,143  

Disposals

     (73,697     (75,052     (7,804     (320,645     —          (49,221     (632,290     (1,158,709

Foreign exchange

     —         —         (871     (935     146        —         (26,107     (27,767
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, January 31, 2020

     51,482       36,013       121,340       1,391,216       48,351        350,695       2,965,611       4,964,708  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated Depreciation:

                 

Balance, April 30, 2018

     70,883       70,218       8,299       —         —          102,052       1,552,418       1,803,870  

Depreciation

     17,252       15,418       40,533       —         —          103,764       500,194       677,161  

Foreign exchange

     —         —         (43     —         —          —         (5,029     (5,072
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     88,135       85,636       48,789       —         —          205,816       2,047,583       2,475,959  

Depreciation

     17,519       5,408       63,005       280,182       4,017        51,738       355,197       777,066  

Disposals

     (73,697     (75,052     (7,804     (80,616     —          (49,221     (632,290     (918,680

Foreign exchange

     —         —         (218     —         12        —         (17,493     (17,699
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, January 31, 2020

     31,957       15,992       103,772       199,566       4,029        208,333       1,752,997       2,316,646  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net Book Value:

                 

April 30, 2019

     22,862       25,429       81,226       —         —          187,605       1,321,427       1,638,549  

January 31, 2020

     19,525       20,021       17,568       1,191,650       44,322        142,362       1,212,614       2,648,062  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

9.

INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes and certifications have a useful life of 5 years. The changes in the value of the intangible assets during the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     Internally
Generated
Development
Costs
    Intellectual
Property
    Proprietary
Processes
    Certifications     Total  
     $     $     $     $     $  

Cost:

          

Balance, April 30, 2018

     —         4,270,229       —         —         4,270,229  

Acquired on acquisition of IPA Europe

     —         —         6,159,755       145,108       6,304,863  

Foreign exchange

     —         (125,004     (229,263     (5,401     (359,668
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         4,145,225       5,930,492       139,707       10,215,424  

Additions

     169,716       —         —         —         169,716  

Foreign exchange

     (4,184     (121,232     (173,443     (4,086     (302,945
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, January 31, 2020

     165,532       4,023,993       5,757,049       135,621       10,082,195  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated Amortization:

          

Balance, April 30, 2018

     —         227,746       —         —         227,746  

Amortization

     —         416,890       1,169,233       —         1,586,123  

Foreign exchange

     —         (9,035     (6,641     —         (15,676
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —         635,601       1,162,592       —         1,798,193  

Amortization

     —         303,867       892,763       —         1,196,630  

Foreign exchange

     —         (20,656     (40,387     —         (61,043
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, January 31, 2020

     —         918,812       2,014,968       —         2,933,780  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Book Value:

          

April 30, 2019

     —         3,509,624       4,767,900       139,707       8,417,231  

January 31, 2020

     165,532       3,105,181       3,742,081       135,621       7,148,415  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

10.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures were unsecured, bore interest at a rate of 10% per annum, payable semi-annually, and were due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increase the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

During the three and nine months ended January 31, 2020, the Company recorded accretion expense of $70,910 and $166,666 (2018 – $71,309 and $318,726). The changes in the value of the Debentures during the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     $  

Balance, April 30, 2018

     3,489,397  

Accretion expense

     427,592  

Settlement of debentures

     (1,208,655
  

 

 

 

Balance, April 30, 2019

     2,708,334  

Accretion expense

     166,666  

Repayment

     (125,000
  

 

 

 

Balance, January 31, 2020

     2,750,000  
  

 

 

 

 

11.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan is secured by certain equipment, bears an interest rate of 4% per annum and is repayable in monthly installments of €2,250. The interest is owed per month in arrears. The principal outstanding at January 31, 2020 is €11,250 (CAD$16,416) (April 30, 2019 – €31,500 (CAD$47,423)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at January 31, 2020 is €19,600 (CAD$28,600) (April 30, 2019 – €34,675 (CAD$52,203)).

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

On April 5, 2018, the Company assumed loans payable of €74,000 (CAD$115,713) as a result of the acquisition of Immulease. On May 18, 2016, Immulease entered into a credit facility agreement pursuant to which the lender provides a facility amount of up to €200,000. The credit facility is unsecured, bears an interest rate of 3% per annum and is repayable on demand. The interest is owed per month in arrears. The principal outstanding at January 31, 2020 is €nil (CAD$nil) (April 30, 2019 – €8,000 (CAD$12,044)).

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

 

     $  

Balance, April 30, 2018

     290,445  

Loan proceeds

     200,000  

Loan repayments and foreign exchange

     (378,775
  

 

 

 

Balance, April 30, 2019

     111,670  

Loan repayments and foreign exchange

     (66,654
  

 

 

 

Balance, January 31, 2020

     45,016  
  

 

 

 

 

12.

LEASES

The Company entered into certain equipment and automobile leases expiring between 2021 and 2023 with interest rates of between 8% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018 and May 2018. With the adoption of IFRS 16, Leases (see Note 3), the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at January 31, 2020 and April 30, 2019 are as follows:

 

     January 31,
2020
$
     April 30,
2019
$
 

Equipment under lease in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

     98,527        107,077  

Automobile under lease in monthly instalments of $1,155 with an interest rate of 8% per annum and an end date of September 2023.

     48,351        —    

Right-of-use asset from office lease repayable in monthly instalments of $14,485 and an interest rate of 8% per annum and an end date of April 2023.

     538,328        —    

Right-of-use asset from office lease repayable in monthly instalments of $22,012 and an interest rate of 8% per annum and an end date of December 2022.

     637,252        —    

Right-of-use asset from office lease repayable in monthly instalments of $1,224 and an interest rate of 8% per annum and an end date of December 2022.

     38,444        —    

Current portion

     (464,949      (35,757
  

 

 

    

 

 

 

Non-current portion

     895,953        71,320  
  

 

 

    

 

 

 

 

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

As at January 31, 2020, the Company’s equipment and automobile include a net carrying amount of $98,527 (April 30, 2019 – $104,014) for the leased equipment and $44,322 (April 30, 2019 – $nil) for the leased automobile. The net carrying amount of the right-of-use assets from office lease obligation is $1,191,650 (April 30, 2019 – $nil).

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:

 

     $  

2020

     172,814  

2021

     536,672  

2022

     492,135  

2023

     381,490  

2024

     5,774  
  

 

 

 

Total minimum lease payments

     1,588,885  

Less: imputed interest

     (227,983
  

 

 

 

Total present value of minimum lease payments

     1,360,902  

Less: Current portion

     (464,949
  

 

 

 

Non-current portion

     895,953  
  

 

 

 

 

13.

SHARE CAPITAL

 

  a)

Authorized:

Unlimited common shares without par value.

 

  b)

Share capital transactions:

2019 Transactions

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

 

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the year ended April 30, 2019.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit (Note 10). Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred payment to IPA Europe (Note 6). The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500. A value of $30,658 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.05.

2020 Transactions

During the nine months ended January 31, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500. A value of $12,490 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.69.

 

  c)

Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.    

On September 24, 2018, the Company granted 95,000 stock options, exercisable at $0.95 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $67,402 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On November 7, 2018, the Company granted 300,000 stock options, exercisable at $0.82 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $184,658 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

 

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

On December 31, 2018, the Company granted 1,250,000 stock options, exercisable at $1.00 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $625,485 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On January 11, 2019, the Company granted 415,000 stock options, exercisable at $1.00 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $228,801 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On October 1, 2019, the Company granted 250,000 stock options, exercisable at $0.475 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $86,395 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 1, 2019, the Company granted 200,000 stock options, exercisable at $1.00 per option, to a consultant of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $32,096 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.56%, and an expected life of 2 years.

On October 3, 2019, the Company granted 150,000 stock options, exercisable at $0.50 per option, to a director of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $53,326 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 65,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $14,627 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.54%, and an expected life of 2.96 years.

Expected volatility was based on the historical volatility of similar companies.

During the three and nine months ended January 31, 2020 the Company has recorded $143,100 and $643,215 (2018 - $234,924 and $729,747) of share-based payments expense.

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

The changes in the stock options for the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     Number of
options
#
     Weighted
average
exercise price
$
     Weighted
average life
remaining
(years)
 

Balance, April 30, 2018

     4,871,666        0.68        4.20  

Granted

     2,060,000        0.97        —    

Exercised

     (135,000      0.30        —    

Expired

     (200,000      1.24        —    

Forfeited

     (1,293,333      0.71        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     5,303,333        0.78        3.87  

Granted

     665,000        0.69        —    

Exercised

     (55,000      0.30        —    

Forfeited

     (903,333      0.73        —    
  

 

 

    

 

 

    

 

 

 

Balance, January 31, 2020

     5,010,000        0.78        3.24  

Unvested

     (1,153,333      0.79        4.15  
  

 

 

    

 

 

    

 

 

 

Exercisable, January 31, 2020

     3,856,667        0.78        2.96  
  

 

 

    

 

 

    

 

 

 

Details of the options outstanding as at January 31, 2020 are as follows:

 

     Exercise price      Remaining life      Options                

Expiry Date

   $      (year)      outstanding      Unvested      Vested  

October 1, 2021

     1.00        1.67        200,000        —          200,000  

December 20, 2021

     0.30        1.89        550,000        —          550,000  

September 18, 2022

     1.01        2.63        950,000        —          950,000  

January 3, 2023

     0.65        2.93        250,000        —          250,000  

February 7, 2023

     0.47        3.02        700,000        —          700,000  

September 24, 2023

     0.95        3.65        95,000        31,666        63,334  

November 7, 2023

     0.82        3.77        300,000        200,000        100,000  

December 31, 2023

     1.00        3.92        1,250,000        416,667        833,333  

January 11, 2024

     1.00        3.95        315,000        105,000        210,000  

October 1, 2024

     0.48        4.67        250,000        250,000        —    

October 3, 2024

     0.5        4.68        150,000        150,000        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     0.78        3.24        5,010,000        1,153,333        3,856,667  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  d)

Warrants

The changes in the warrants for the nine months ended January 31, 2020 and the year ended April 30, 2019 are as follows:

 

     Number of
warrants
#
     Weighted average
exercise price
$
     Weighted average life
remaining (years)
 

Balance, April 30, 2018

     6,378,000        0.70        3.93  

Issued

     11,354,500        1.23        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019 and January 31, 2020

     17,732,500        1.04        1.19  
  

 

 

    

 

 

    

 

 

 

 

22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

Details of the warrants outstanding as at January 31, 2020 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining life
(year)
     Warrants
outstanding
 

March 26, 2022

     0.70        2.18        6,378,000  

June 18, 2020

     1.00        0.38        875,000 (1)  

September 24, 2020

     1.25        0.65        9,102,500  

October 25, 2020

     1.25        0.73        1,377,000  
  

 

 

    

 

 

    

 

 

 
     1.04        1.19        17,732,500  
  

 

 

    

 

 

    

 

 

 

 

(1)

During the nine months ended January 31, 2020, the expiry date of these warrants was extended from June 18, 2019 to June 18, 2020.

 

  e)

Finder’s Warrants

As at January 31, 2020, the Company has 415,942 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

 

14.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, Chief Business Officer; Charles Wheelock, Chief Technology Officer; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a former Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three and nine months ended January 31, 2020 and 2018, the compensation for key management is as follows:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020      2019  
     $      $      $      $  

Management fees

     —          103,524        89,479        309,907  

Professional fees

     —          16,185        —          50,840  

Salaries and other short-term benefits

     365,563        76,446        1,136,939        259,187  

Share-based payments

     16,388        156,257        305,348        420,015  
  

 

 

    

 

 

    

 

 

    

 

 

 
     381,951        352,412        1,531,766        1,039,949  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the three and nine months ended January 31, 2020, the spouse of a Director provided administrative services for $nil and $nil (2019 – $15,625 and $46,875).

 

15.

COMMITMENTS

For the Company’s rental of office and laboratory space in Victoria, BC, Canada, the current lease commenced on May 1, 2018 and terminates on April 30, 2023. The lease is in the amount of $21,015 per month for all four spaces from May 1, 2018 to August 31, 2020. The lease agreement was amended effective December 1, 2019 so that it now only covers three spaces, and the lease is in the amount of $13,891 per month from

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

December 1, 2019 to April 30, 2021 and $14,485 per month from May 1, 2021 to April 30, 2023. The minimum annual payments under these leases are as follows:

 

     $  

2020

     105,075  

2021

     195,186  

2022

     173,820  

2023

     173,820  
  

 

 

 
     647,901  
  

 

 

 

For the Company’s rental of office and laboratory space in Oss, Netherlands, the current lease commenced on January 1, 2018 and terminated on December 31, 2019. Effective December 31, 2018, the lease automatically rolls into a 3 year term through December 31, 2022. The Company rented a new additional space and the lease commenced on August 1, 2019. Annual minimum lease payments are as follows:

 

      

2020

     182,989  

2021

     185,500  

2022

     185,500  

2023

     123,667  
  

 

 

 
     677,656  
  

 

 

 

 

16.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At January 31, 2020 and April 30, 2019, the Company has one reportable segment, being antibody production and related services.

During the nine months ended January 31, 2020, the Company had sales to nil (2019 - nil) customer who in aggregate accounted for more than 10% (2019 – 10%) of revenue.

The Company’s revenues are allocated to geographic segments for the three and nine months ended January 31, 2020 and 2019 as follows:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020      2019  
     $      $      $      $  

United States of America

     1,527,947        716,370        3,811,675        2,040,974  

Canada

     311,967        217,210        993,444        517,033  

Europe

     1,715,950        1,762,003        4,525,269        5,652,437  

Other

     478,576        —          582,516        74,715  
  

 

 

    

 

 

    

 

 

    

 

 

 
     4,034,440        2,695,583        9,912,904        8,285,159  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s non-current assets are allocated to geographic segments as at January 31, 2020 and April 30, 2019 as follows:

 

     January 31,      April 30,  
     2020      2019  
     $      $  

North America

     1,228,396        986,323  

Netherlands

     16,736,956        17,481,425  
  

 

 

    

 

 

 
     17,965,352        18,467,748  
  

 

 

    

 

 

 

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

Geographic segmentation of the Company’s (loss) income is as follows:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020     2019  
     $      $      $     $  

North America - Corporate

     62,592        (1,587,360      (3,595,417     (4,687,403

North America

     72,873        (95,649      278,659       (212,364

Netherlands

     (761,302      495,953        (684,822     1,124,617  
  

 

 

    

 

 

    

 

 

   

 

 

 
     (625,837      (1,187,056      (4,001,580     (3,775,150
  

 

 

    

 

 

    

 

 

   

 

 

 

Geographic segmentation of the interest and accretion, and amortization and depreciation is as follows:

 

     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020      2019  

Interest and accretion

   $      $      $      $  

North America - Corporate

     198,635        263,571        1,123,879        959,106  

North America

     17,755        10,809        60,375        23,934  

Netherlands

     32,891        2,578        64,635        6,116  
  

 

 

    

 

 

    

 

 

    

 

 

 
     249,281        276,958        1,248,889        989,156  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Three months ended      Nine months ended  
     January 31,      January 31,  
     2020      2019      2020      2019  

Amortization and depreciation

   $      $      $      $  

North America - Corporate

     12,909        —          54,188        —    

North America

     30,927        (5,647      275,478        15,439  

Netherlands

     909,895        143,146        1,918,449        506,843  
  

 

 

    

 

 

    

 

 

    

 

 

 
     953,731        137,499        2,248,115        522,282  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

17.

SUPPLEMENTAL CASH FLOW INFORMATION

 

     January 31,      January 31,  
     2020      2019  

Non-cash investing and financing  transactions:

   $      $  

Acquisition of equipment by capital lease

     1,668,533        —    
  

 

 

    

 

 

 

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

 

 

The following changes in liabilities arose from financing activities:

 

                  Non-cash changes  
     April 30,
2019
$
     Cash Flows
$
    Acquisition
$
     Disposal
$
    Accretion
$
     Foreign
exchange
movements
and change
in estimates
$
    January
31, 2020 $
 

Deferred acquisition payments

     3,063,981        (1,007,435     —          —         716,819        (44,609     2,728,756  

Debentures

     2,708,334        (125,000     —          —         166,666        —         2,750,000  

Loans payable

     111,670        (66,654     —          —         —          —         45,016  

Leases

     107,077        (229,423     1,723,277        (240,029     —          —         1,360,902  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

     5,991,062        (1,428,512     1,723,277        (240,029     883,485        (44,609     6,884,674  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

26

Exhibit 99.47

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, the Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended January 31, 2020.

 

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.

Date: March 10, 2020

 

“Lisa Helbling”

Lisa Helbling
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.48

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, the Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended January 31, 2020.

 

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.

Date: March 10, 2020

 

“Jennifer Bath”

Jennifer Bath
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process 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.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.49

 

LOGO

ImmunoPrecise Reports Record Quarterly and Nine Month Revenue and Positive Adjusted EBITDA

VICTORIA, March 10, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) today announced financial results for its fiscal year 2020 third quarter ended January 31, 2020.

Revenue. The Company posted a quarterly revenue of $4,034,440, an increase of 50% from the year-ago quarter and an all-time record. The increasing revenue trend is due to growth in both the volume and financial value of client contracts. Revenue outlook is positive for the fourth quarter.

Gross Margin. During the three months ended January 31, 2020, the Company achieved a gross profit of $2,223,669.

Net Loss. The Company reported a record low for net loss of $625,837, during the three months ended January 31, 2020, representing a decrease of 47% in net loss from the year-ago quarter. The decrease in net loss is due to a $655,614 increase in gross profit, as well as recognized cost synergies resulting in lower spend, offset by higher non-cash amortization of intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases.

Non-IFRS Measures*. For the first time in the Company’s history, Adjusted EBITDA for the quarter and the nine-month period ending January 31, 2020, was positive, at $717,716 and $18,356, respectively, compared to ($461,353) and ($1,553,090) for the same periods last year. The positive Adjusted EBITDA is a result of the third quarter’s 50% increase in revenue and lower adjusted operating expenses compared to the prior year’s quarter and nine-month period.

“We are pleased to report IPA’s record quarterly revenue and earnings, which was fueled by strong demand for a wide variety of our products and services in tool, research and therapeutic antibody discovery and manufacturing,” said Jennifer Bath, IPA’s President and CEO. “Careful attention to operational prioritization, site efficiencies and brand recognition in 2019 led to new vendor qualifications from pharmaceutical and biotech companies, enabling larger allocations of corporate budgets in the 2020 calendar year. This past quarter is a powerful testament to the satisfaction and engagement of our clients, and the realization of leveraged synergies globally.”

Recent ImmunoPrecise Highlights:

 

   

IPA Launched Coronavirus Vaccine and Therapeutic Programs

 

   

As IPA Directs R&D Efforts Toward Coronavirus, Company is Added to WHO Draft Landscape of Companies Combating COVID-19


   

Company Announced AI Collaboration with EVQLV, Inc., to Accelerate the Efforts in the Development of a Coronavirus Therapeutic

 

   

IPA Integrated SGI’s DNA Automated DNA Printer at Utrecht Site

 

   

IPA Subsidiary, UPE, Joining Genmab and Merus in Expansion to New Biotech Accelerator in the Center of European Science Industry

IPA periodically provides information for investors on its corporate website, ImmunoPrecise.com. This includes press releases and other information on financial performance, reports filed or furnished with the TSX, information on corporate governance and details related to its annual meeting of shareholders. Reports filed or furnished with the TSX can be found at sedar.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal period ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

 

*

Non-IFRS Financial Measure

Readers are cautioned that “Adjusted EBITDA” is a measure not recognized under IFRS. Adjusted EBITDA is defined as earnings before interest income, taxes,


depreciation and amortization, share-based compensation, restructuring costs, impairment charges and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Readers are cautioned that “Adjusted EBITDA” is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as indicator of performance, cash flow or profitability.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/March2020/10/c8130.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 09:22e 10-MAR-20

Exhibit 99.50

 

LOGO

ImmunoPrecise Announces the Launch of PolyTope mAb Therapy to Tackle Coronavirus Pandemic

New Approach Entails a Defined Antibody Combination Targeting Multiple Epitopes and Mechanisms of Viral Evasion

VICTORIA, March 12, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF), following its announcement to develop innovative treatments against the new coronavirus, SARS-CoV-2, unveils its unique approach utilizing PolyTope mAb TherapyTM, enabled by IPA’s diverse discovery platforms and artificial intelligence capabilities with their partner, EVQLV, Inc., in the development of a universal COVID-19 therapy.

Current vaccine strategies under development for SARS-CoV-2 are being designed to protect uninfected individuals, however, this does not address the patients with active disease. Antibody therapies represent a potentially powerful treatment option for COVID-19 patients, however, the current, proposed curative options (including polyclonal, sensitized serum or individual monoclonal antibody therapies) are potentially susceptible to escape by viral mutation and are likely not broadly effective against multiple strains, leaving segments of the population untreatable.

“Given the continuous increase in information on SARS-CoV-2 transmission, and seemingly higher than predicted mutation rates, we believe that traditional treatments and diagnostics targeting limited epitopes may present a significant liability for long-term efficacy of a therapeutic, vaccine or diagnostic”, stated ImmunoPrecise CEO and president, Dr. Jennifer Bath.

The emerging SARS-CoV-2 virus, and other new (related) pathogens, requires the rapid development of broadly effective treatments and vaccines. Given its biology, developing an effective therapeutic workplan for treating SARS-CoV-2 infection required a sophisticated approach that considered multiple mechanisms of immune system involvement, the predictability of mutations within the virus genome, and other attributes with the potential to provide maximum clinical benefit for both current and future variants of the virus.

Ilse Roodink, Chairwoman of Talem’s Scientific Advisory Committee and Coronavirus Global Project Leader emphasized, “Our PolyTope mAb Therapy perfectly combines the benefits of using well-defined and fully characterized monoclonal antibodies with the essential need for a multi-targeting strategy to tackle this quickly emerging virus, thereby significantly accelerating effective clinical application”.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

LOGO View original content to download multimedia: http://www.prnewswire.com/news-releases/immunoprecise-announces-the-launch-of-polytope-mab-therapy-to-tackle-coronavirus-pandemic-301022138.html

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2020/12/c1265.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:00e 12-MAR-20

Exhibit 99.51

 

LOGO

ImmunoPrecise’s Artificial Intelligence Partner, EVQLV, Submits First Panel of Optimized Antibody Sequences to Coronavirus for PolyTope(TM) mAb Therapy Program

We caution that this is still early stage research and development and is not making any express or implied claims that it has the ability to eliminate the SARS-CoV-2 virus at this time. We further caution that we have not undertaken any clinical trials.

VICTORIA, March 30, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that its collaborator, EVQLV, has submitted their first panel of candidate therapeutic antibody sequences, comprised of DNA sequences encoding for potentially therapeutic antibodies against the new coronavirus, SARS-CoV-2. These DNA sequences were generated using computational antibody design, a method which combines mathematics, statistics, and computer science to identify high-affinity antibodies. The submitted antibody sequences were pre-screened by EVQLV’s artificial intelligence-driven algorithms, which work to maximize the resulting antibodies’ therapeutic potential while minimizing safety and manufacturing risks.

IPA believes treatments for the new coronavirus are ideally generated using data from the newly emerged strain, in part as the spike protein from the 2019 virus has been shown to have a unique sequence that sets it apart from the 2002 SARS-CoV and SARS-related CoVs1.

“As new insights into SARS-CoV-2 are captured by researchers around the world, we are applying these insights in an attempt to generate an efficacious and sustainable therapy. The submission of the first panel of antibody sequences by EVQLV is an important milestone,” stated Dr. Jennifer Bath, CEO of IPA.

The next step in this process for IPA is to review the antibody candidates from EVQLV’s artificial intelligence. IPA will select approximately 1,200 ideal candidates that were characterized and screened by EVQLV’s artificial intelligence and validate the antibody candidates in vitro (i.e. at IPA’s lab facilities) for the purpose of producing and testing these antibodies. IPA has sufficient financial resources to carry out this testing.

While computational analyses are routine practice in antibody optimization, it is uncommon to run millions of computational antibody designs and breadth of screening calculations performed by EVQLV’s artificial intelligence. The use of EVQLV’s technology, in conjunction with IPA’s research insights and parameters, generated this first panel of optimized antibody sequences against SARS-CoV-2 in less than one week. Given the early stage nature of discovered antibody sequences in the development chain, IPA and EVQLV will continue to work on additional panels of computationally generated sequence candidates against SARS-CoV-2.

“EVQLV’s approach simulates antibody discovery and characterization that occurs in the laboratory and generates candidate sequences which are screened using algorithms seeking desirable attributes,” said Dr. Bath. “By computationally generating and screening millions of antibody sequences, the algorithms provide our laboratory teams prospective panels of anti-SARS-CoV-2 antibody sequences for further validation.”

 

1 

Walls et al., 2020, Cell 180, 1–12

About EVQLV

EVQLV develops artificial intelligence, engineered with life science data and biological knowledge, that accelerates the speed at which biologic therapies reach patients. Comprised of experts in machine learning, molecular biology, computational biology, pharmacology, software engineering, antibody design, cloud computing, and preclinical/clinical development, EVQLV is on a mission to transform how healing reaches those in need. For further information, visit www.evqlv.com or contact Daniel Gigante at dgigante@evqlv.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30th, 2019, which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 16:12e 30-MAR-20

Exhibit 99.52

 

LOGO

ImmunoPrecise Announces Extension of Debentures and Completion of Debt Settlement of Previously Issued Debentures

VICTORIA, March 31, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that it has extended maturity date for $2,000,000 of previously issued debentures from March 26, 2020 to September 26, 2020.

The Company is also pleased to announced that it has completed its settlement of $700,00 of previously issued debentures and interest of $46,875 accrued thereon by issuing 1,244,792 common shares at a price of $0.60 per share (the “Debt Settlement”). The purpose of the Debt Settlement is to reduce the ongoing debt obligations of the debentures. The shares will be subject to a four month hold period expiring on July 27, 2020.

About ImmunoPrecise Antibodies Ltd.

The Company is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive single-cell interrogation technology and the DeepDisplayTM custom, transgenic animal phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.

The Company’s antibody discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to the Company’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. The forward-looking statements contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

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CO: ImmunoPrecise Antibodies Ltd.

CNW 09:40e 31-MAR-20

Exhibit 99.53

 

LOGO

ImmunoPrecise Announces Appointment of Yasmina Noubia Abdiche, Ph.D., as Chief Scientific Officer

VICTORIA, April 2, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF), a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced the appointment of Yasmina Noubia Abdiche, Ph.D., as Chief Scientific Officer, effective April 2020. Dr. Abdiche will, among other responsibilities, lead the Company’s global research and development teams.

“We are excited to have Dr. Abdiche join the ImmunoPrecise team,” said Dr. Jennifer Bath, IPA’s President and CEO. “She has a distinguished background in therapeutic antibody discovery and a strong track record of advancing drugs to the clinic. With over 15 years of industry experience Dr. Abdiche is a highly respected, strategic and skilled thought leader with solid scientific and business acumen.”

Most recently, Dr. Abdiche was CSO at Carterra, where she helped transition their LSA analytical antibody screening platform from concept through prototype to global commercialization. Dr. Abdiche previously served as a Research Fellow on the leadership team at Rinat-Pfizer where she led a team of scientists providing core support for biomolecular interaction analysis and played an active role on the governing committee for Pfizer’s Postdoctoral Program. She is co-inventor of several therapeutic antibodies that entered clinical trials including a current, market-approved drug, Ajovy.

“I am thrilled to lead ImmunoPrecise’s research and development programs and accelerate their pre-clinical pipeline,” stated Dr. Yasmina Abdiche. “I am honored to work with the team of incredibly talented and experienced scientists at IPA.”

Dr. Abdiche graduated from Oxford University with a Ph.D. in Biological Chemistry and a Master’s degree in Chemistry. She completed postdoctoral research in Dr. David Myszka’s laboratory at the University of Utah in Salt Lake City, where she optimized biosensor methods for characterizing small molecule interactions.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such


factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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CO: ImmunoPrecise Antibodies Ltd.

CNW 08:35e 02-APR-20

Exhibit 99.54

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.    Name and Address of Company
   IMMUNOPRECISE ANTIBODIES LTD.
   3204-4464 Markham Street
   Victoria, BC V8Z 7X8
   (the “Company”)
Item 2.    Date of Material Change
   March 30, 2020
Item 3.    News Release
   The news release was issued on March 30, 2020 and was disseminated by Newswire.
Item 4.    Summary of Material Change
   The Company announced that its artificial intelligence partner, EVQLV, submitted their first panel of candidate therapeutic optimized antibody sequences to Coronavirus, SARS-CoV-2, for PolyTope mAb Therapy Program.
Item 5.    Full Description of Material Change
   Please refer to the Company’s news release disseminated on March 30, 2020, a copy of which is attached hereto.
Item 6.    Reliance on Subsection 7.1(2) of National Instrument 51-102
   Not applicable.
Item 7.    Omitted Information
   None.
Item 8.    Executive Officer
   For further information, please contact:
   Jennifer Bath
   Chief Executive Officer
   (250) 483-0308
Item 9.    Date of Report
   April 7, 2020


ImmunoPrecise’s Artificial Intelligence Partner, EVQLV, Submits First Panel of Optimized Antibody Sequences to Coronavirus for PolyTope(TM) mAb Therapy Program

 

LOGO

 

 

NEWS PROVIDED BY

ImmunoPrecise Antibodies Ltd.®

Mar 30, 2020, 16:12 ET

 

 

We caution that this is still early stage research and development and is not making any express or implied claims that it has the ability to eliminate the SARS-CoV-2 virus at this time. We further caution that we have not undertaken any clinical trials.

VICTORIA, March 30, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that its collaborator, EVQLV, has submitted their first panel of candidate therapeutic antibody sequences, comprised of DNA sequences encoding for potentially therapeutic antibodies against the new coronavirus, SARS-CoV-2. These DNA sequences were generated using computational antibody design, a method which combines mathematics, statistics, and computer science to identify high-affinity antibodies. The submitted antibody sequences were pre-screened by EVQLV’s artificial intelligence-driven algorithms, which work to maximize the resulting antibodies’ therapeutic potential while minimizing safety and manufacturing risks.

IPA believes treatments for the new coronavirus are ideally generated using data from the newly emerged strain, in part as the spike protein from the 2019 virus has been shown to have a unique sequence that sets it apart from the 2002 SARS-CoV and SARS-related CoVs1.


“As new insights into SARS-CoV-2 are captured by researchers around the world, we are applying these insights in an attempt to generate an efficacious and sustainable therapy. The submission of the first panel of antibody sequences by EVQLV is an important milestone,” stated Dr. Jennifer Bath, CEO of IPA.

The next step in this process for IPA is to review the antibody candidates from EVQLV’s artificial intelligence. IPA will select approximately 1,200 ideal candidates that were characterized and screened by EVQLV’s artificial intelligence and validate the antibody candidates in vitro (i.e. at IPA’s lab facilities) for the purpose of producing and testing these antibodies. IPA has sufficient financial resources to carry out this testing.

While computational analyses are routine practice in antibody optimization, it is uncommon to run millions of computational antibody designs and breadth of screening calculations performed by EVQLV’s artificial intelligence. The use of EVQLV’s technology, in conjunction with IPA’s research insights and parameters, generated this first panel of optimized antibody sequences against SARS-CoV-2 in less than one week. Given the early stage nature of discovered antibody sequences in the development chain, IPA and EVQLV will continue to work on additional panels of computationally generated sequence candidates against SARS-CoV-2.

“EVQLV’s approach simulates antibody discovery and characterization that occurs in the laboratory and generates candidate sequences which are screened using algorithms seeking desirable attributes,” said Dr. Bath. “By computationally generating and screening millions of antibody sequences, the algorithms provide our laboratory teams prospective panels of anti-SARS-CoV-2 antibody sequences for further validation.”

 

1 

Walls et al., 2020, Cell 180, 1–12

About EVQLV

EVQLV develops artificial intelligence, engineered with life science data and biological knowledge, that accelerates the speed at which biologic therapies reach patients. Comprised of experts in machine learning, molecular biology, computational biology, pharmacology,


software engineering, antibody design, cloud computing, and preclinical/clinical development, EVQLV is on a mission to transform how healing reaches those in need. For further information, visit www.evqlv.com or contact Daniel Gigante at dgigante@evqlv.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal year ended April 30th, 2019, which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


SOURCE ImmunoPrecise Antibodies Ltd.

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

Related Links

www.immunoprecise.com

Exhibit 99.55

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.    Name and Address of Company
   IMMUNOPRECISE ANTIBODIES LTD.
   3204-4464 Markham Street
   Victoria, BC V8Z 7X8
   (the “Company”)
Item 2.    Date of Material Change
   March 31, 2020
Item 3.    News Release
   The news release was issued on March 31, 2020 and was disseminated by Newswire.
Item 4.    Summary of Material Change
   The Company announced that it has extended the maturity date for $2,000,000 of previously issued debentures from March 26, 2020 to September 26, 2020. The Company completed its settlement of $700,000 of previously issued debentures and interest of $46,875 accrued thereon by issuing 1,244,792 common shares at a price of $0.60 per share.
Item 5.    Full Description of Material Change
   Please refer to the Company’s news release disseminated on March 31, 2020, a copy of which is attached hereto.
Item 6.    Reliance on Subsection 7.1(2) of National Instrument 51-102
   Not applicable.
Item 7.    Omitted Information
   None.
Item 8.    Executive Officer
   For further information, please contact:
   Jennifer Bath
   Chief Executive Officer
   (250) 483-0308
Item 9.    Date of Report
   April 7, 2020


ImmunoPrecise Announces Extension of Debentures and Completion of Debt Settlement of Previously Issued Debentures

 

LOGO

 

 

NEWS PROVIDED BY

ImmunoPrecise Antibodies Ltd.®

Mar 31, 2020, 09:40 ET

 

 

VICTORIA, March 31, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) announces that it has extended maturity date for $2,000,000 of previously issued debentures from March 26, 2020 to September 26, 2020.

The Company is also pleased to announced that it has completed its settlement of $700,00 of previously issued debentures and interest of $46,875 accrued thereon by issuing 1,244,792 common shares at a price of $0.60 per share (the “Debt Settlement”). The purpose of the Debt Settlement is to reduce the ongoing debt obligations of the debentures. The shares will be subject to a four month hold period expiring on July 27, 2020.

About ImmunoPrecise Antibodies Ltd.

The Company is an international, full-service, therapeutic antibody discovery company offering species agnostic advancements such as the B cell SelectTM progressive single-cell interrogation technology and the DeepDisplayTM custom, transgenic animal phage libraries, as well as the AbthenaTM bispecific program. IPA is focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of succeeding to clinical trials.


The Company’s antibody discovery and development are conducted in Utrecht and Oss, the Netherlands (U-Protein Express and IPA Europe, respectively), and in Victoria, British Columbia (IPA Canada). The Company operates globally to offer a continuum of superior antibody services, transforming the face of therapeutic discovery, by decreasing turnaround time and risk, and promoting clinical success.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to the Company’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. The forward-looking statements contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

Related Links

www.immunoprecise.com

Exhibit 99.56

 

LOGO

ImmunoPrecise Announces Agreement with Janssen

VICTORIA and CAMBRIDGE, MA, April 14, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF), a global leader in therapeutic antibody discovery and development, announced that it, through its subsidiary Talem Therapeutics, has entered into a research license agreement (the “Agreement”) with Janssen Research & Development, LLC (“Janssen”), providing Janssen exclusive access to a panel of novel, monoclonal antibodies against an undisclosed target. Pursuant to the Agreement, Janssen holds an option to acquire all commercial rights to the antibodies. The financial details of the transaction have not been disclosed.

“This Agreement validates Talem’s business concept in early antibody discovery and development,” said Ilse Roodink, Chairwoman of Talem’s Scientific Advisory Committee and Scientific Director at IPA Europe. “It is a significant milestone to see this exclusive agreement through Talem finalized with Janssen, a company so well positioned to further develop and maximize the potential of these lead candidates for clinical applications.”

“Talem continues to build a therapeutic program pipeline for commercial partnering, thus optimizing shareholder value creation based on IPA’s infrastructure across Europe and North America,” added Jennifer Bath, President and CEO of IPA.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

About Talem Therapeutics LLC

Talem Therapeutics is focused on the discovery and development of therapeutic antibodies targeting emerging, infectious diseases, neurology, immuno-oncology, inflammation, and rare/ specialty diseases.

With direct access to world-class, expedited and end-to-end technologies in the antibody discovery and development process, Talem accelerates novel, therapeutic antibody treatments to the clinic through strategic alliances and partnerships. For further information, visit www.talemtherapeutics.com or contact bd@talemtherapeutics.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


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%SEDAR: 00005542E

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CO: ImmunoPrecise Antibodies Ltd.

CNW 07:00e 14-APR-20

 

Exhibit 99.57

LOGO

ImmunoPrecise Participates in Public Consensus Statement, from the WHO, on Collaboration for Developing a COVID-19 Vaccine

VICTORIA, April 15, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) provides an update on its participation and support of global solidarity in the fight against coronavirus.

“Our scientific team is honored to play its part on WHO working groups dedicated to scientific transparency and teamwork towards stopping the spread of SARS-CoV-2,” stated Dr. Jennifer Bath, CEO of ImmunoPrecise. “Together, we work to strengthen our common goal of a safe and effective vaccine for all, and we echo the WHO’s gratitude to the public for putting their trust in the scientific community. It was our pleasure to sign the public statement showing our support, and we humbly thank the WHO for their leadership in these efforts.”

https://www.who.int/news-room/detail/13-04-2020-public-statement-for-collaboration-on-covid-19-vaccine-development

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter of the fiscal year ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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CO: ImmunoPrecise Antibodies Ltd.

CNW 09:07e 15-APR-20

 

Exhibit 99.58

LOGO

ImmunoPrecise Provides Updates on B Cell Select and Deep Display Programs for SARS-CoV-2 Antibody Discovery

We caution that this news release is not making any express or implied claims that we have the ability to eliminate the SARS-CoV-2 virus at this time. We further caution that we have not undertaken any clinical trials.

VICTORIA, April 17, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) is pleased to provide an update on its research activities for the novel coronavirus (SARS-CoV-2) which outlines the Company’s workflows for their experimental vaccines and therapeutics for the research community.

IPA’s multitargeting approach combines various SARS-CoV-2 spike protein forms with the Company’s diverse technologies. Hence, IPA anticipates that it can accelerate anti-SARS-CoV-2 human antibody discovery, targeting multiple viral epitopes and mechanisms of viral evasion, by immunizing Ligand’s (NASDAQ:LGND) OmniRat® animals using the Company’s Rapid Prime protocol followed by IPA’s B cell Select and hybridoma generation in parallel with human, naive phage library screening. Subsequent high-throughput binding assays, computational Artemis optimization, and protein interaction analyses permit faster preclinical lead selection.

“In addition to using our antibody discovery platforms for the potentially rapid identification of a diverse panel of fully SARS-CoV-2-specific antibodies, we aim targeting additional novel epitopes which are likely inaccessible to conventional antibody formats by screening our in-house, highly complex, VHH repertoire (collection of variable regions of heavy chain antibodies, a region which binds to the target immunogen),” stated Ilse Roodink, Chairwoman of Talem’s Scientific Advisory Committee and Coronavirus Global Project Leader. “Due to the relative high sequence homology of VHHs with human antibodies, extensive humanization is not required and therefore, our discovery strategy mixture will significantly contribute to the fast generation of a monoclonal antibody cocktail with broad epitope coverage and diverse functionalities, which is key to successful development of an effective, long-lasting therapy with a high safety profile.”

Apart from the various SARS-CoV-2 spike protein forms which IPA has been producing for use in the therapeutic development, data obtained during the discovery and characterization of lead antibody candidates may be of significant value in the reverse-engineering of vaccine candidates used in the formulation of an effective, but low-risk, vaccine.

Jennifer Bath, Ph. D., has reviewed and approved the scientific disclosure contained in this news release.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter of the fiscal year ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 17-APR-20

 

Exhibit 99.59

LOGO

ImmunoPrecise Updates on State and Federal Funding

IPA Awarded Grant Focused on Coronavirus and Other Emerging Pathogens

FARGO, ND, April 24, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF), is pleased to announce that the state of North Dakota has awarded a Bioscience Innovation Grant totalling US$75,000 for the enhancement of a novel platform for rapidly developing treatments for COVID-19 and other emerging pathogens.

“Advances in bioscience have already transformed many sectors including agriculture and medicine,” state Agriculture Commissioner Doug Goehring said. “These grants will help North Dakota stay on the forefront of bioscience innovation.”

The Company reports that this grant was the first application of many to be submitted by IPA over the next several months.

“ImmunoPrecise is in the process of applying for both state and federal grants to support the development of a treatment for COVID-19 using our PolyTopeTM mAb Therapy,” stated Jennifer Bath, IPA President and CEO. “We turned first to the State of North Dakota, given their strong history of support for Biotechnology and Innovation. It is with gratitude we accept the ND Bioscience Innovation Grant and we are confident we can leverage this funding, along with our research advances, to continue to build on our current successes.”

Furthermore, the company is also pleased to announce that that it has been approved for a US$209,000 loan under the Payroll Protection Program (“PPP”) administered by the U.S. Small Business Administration.

The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. As a U.S. Small Business, ImmunoPrecise qualified for the PPP which allows businesses with fewer than 500 employees to obtain loans of up to US$10 million to assist companies in maintaining their workers through the COVID-19 pandemic.

The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by ImmunoPrecise to cover payroll costs (including benefits), with up to twenty-five percent (25%) allowed for rent and utilities, during the eight-week period following the loan origination date. ImmunoPrecise firmly expects to meet the requirements for full loan forgiveness. The forgiven amount is not included in taxable income.

The Company further announces that it plans to complete a non-brokered private placement offering of 10% convertible debentures (“Debentures”) in the principal amount of CAD$2,000,000 (the “Offering”). The debentures are unsecured, bear interest at a rate of 10% per annum, payable annually and due two years from the date of issue (which may be repaid early at the option of the Company). The principal amount of the Debentures may be convertible at the option of the holder into units of the Company at a conversion price of CAD$0.85 per share.

The Company may force convert the principal amount of the Debentures at $0.85 per share if the average closing price is equal to or greater than CAD$1.50 for twenty (20) trading days (the “20 Day Period”). In order to exercise this right, the Company must issue a new release announcing its intention to exercise this right within 10 business days after the end of the particular 20 Day Period.


The Company may pay a finder’s fee in cash and/or share purchase warrants under the Offering. Closing of the Offering is subject to acceptance of the TSX Venture Exchange.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter of the fiscal year ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

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CO: ImmunoPrecise Antibodies Ltd.

CNW 13:26e 24-APR-20

Exhibit 99.60

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.    Name and Address of Company
   IMMUNOPRECISE ANTIBODIES LTD.
  

3204-4464 Markham Street

Victoria, BC V8Z 7X8

   (the “Company”)
Item 2.    Date of Material Change
   April 24, 2020
Item 3.    News Release
   The news release was issued on April 24, 2020 and was disseminated by Newswire.
Item 4.    Summary of Material Change
   The Company announced that it plans to complete a non-brokered private placement offering of 10% convertible debentures (the “Debentures”) in the principal amount of CAD$2,000,000 (the “Offering”).
Item 5.    Full Description of Material Change
   The Company announces that it plans to complete a non-brokered private placement offering of 10% convertible debentures (“Debentures”) in the principal amount of CAD$2,000,000 (the “Offering”). The debentures are unsecured, bear interest at a rate of 10% per annum, payable annually and due two years from the date of issue (which may be repaid early at the option of the Company). The principal amount of the Debentures may be convertible at the option of the holder into units of the Company at a conversion price of CAD$0.85 per share.
   The Company may force convert the principal amount of the Debentures at $0.85 per share if the average closing price is equal to or greater than CAD$1.50 for twenty (20) trading days (the “20 Day Period”). In order to exercise this right, the Company must issue a new release announcing its intention to exercise this right within 10 business days after the end of the particular 20 Day Period. The Company may pay a finder’s fee in cash and/or share purchase warrants under the Offering. Closing of the Offering is subject to acceptance of the TSX Venture Exchange.
   Please refer to the Company’s news release disseminated on April 24, 2020.
Item 6.    Reliance on Subsection 7.1(2) of National Instrument 51-102
   Not applicable.
Item 7.    Omitted Information
   None.
Item 8.    Executive Officer
   For further information, please contact:
   Jennifer Bath
   Chief Executive Officer
   (250) 483-0308


Item 9.    Date of Report
   April 27, 2020

 

Exhibit 99.61

LOGO

ImmunoPrecise Antibodies Increases Discovery Capabilities to Help Pinpoint Lead Drug Candidates with Addition of Octet HTX

VICTORIA, May 6, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF), a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced its laboratory in Victoria, BC, has leased a high throughput, label-free Octet HTX biosensor from FortéBio. This analytical tool addresses ImmunoPrecise’s need for increased speed and sample throughput when characterizing large panels of therapeutic antibody candidates.

The Octet HTX offers dramatic time savings for researchers studying the binding interactions of hundreds of drug candidates by producing high quality data supported with analysis tools allowing data-driven decisions to be made with confidence. It is especially useful in early-stage screening to guide the library-to-leads triage and cut time and costs.

“The need for higher analytical throughput is a central theme within our pharma and biopharmaceutical customers,” noted Yasmina Abdiche, Chief Scientific Officer at ImmunoPrecise. “We believe that the HTX system’s throughput, versatility, reliability and ease of use will accelerate our discovery efforts towards identifying clinically-ready leads.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


SOURCE ImmunoPrecise Antibodies Ltd.

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CO: ImmunoPrecise Antibodies Ltd.

CNW 07:24e 06-MAY-20

Exhibit 99.62

LOGO

ImmunoPrecise Increases Financing to $2.3 Million and Makes Payment in Respect of Deferred Purchase Price for IPA Europe and Immulease

VICTORIA, May 8, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) is pleased to announce that it has increased its previously announced (see news release dated April 24, 2020) non-brokered private placement financing of 10% convertible debentures from CAD$2,000,000 to CAD$2,300,000.

The debentures will continue to be unsecured, bear interest at a rate of ten percent (10%) per year, payable annually, and are due two years from the date of issue (which may be repaid early at the option of the Company). The principal amount of the debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $0.85 per share.

The Company may force convert the principal amount of the debentures at CAD$0.85 per share if the average closing price is equal to or greater than CAD$1.50 for 20 trading days. In order to exercise this right, the Company must issue a news release announcing its intention to exercise this right within 10 business days after the end of the particular 20-day period.

Closing of the offering is subject to acceptance of the TSX Venture Exchange.

Deferred Purchase Price for IPA Europe and Immulease

The Company also announces that it has issued shares and made payment in respect of the deferred purchase price for its wholly owned subsidiary ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity Immulease B.V. (“Immulease”), acquired in 2018.

The share issuance and cash payments were made in respect of the second deferred payment due for IPA Europe and Immulease. The Company paid €335,555 in cash, and issued 664,153 common shares also valued at €335,555 based on a price of C$0.77 per share, being the closing price for the Company’s shares on April 30, 2020 and converted to euros based on the daily exchange rate quoted by the Bank of Canada for the 10 prior business days. The shares issued are subject to a four month and one day hold period under applicable Canadian securities laws

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”,


“intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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CO: ImmunoPrecise Antibodies Ltd.

CNW 07:51e 08-MAY-20

Exhibit 99.63

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of March, 2018.

AMONG:

IMMUNOPRECISE NETHERLANDS B.V., a company duly formed under the laws of the Netherlands, with its registered office located in Haarlemmermeer, Netherlands, registered with the trade register of the Chamber of Commerce under number 71010149

(the “Purchaser”)

OF THE FIRST PART

AND:

IMMUNOPRECISE ANTIBODIES LTD., a company duly formed under the laws of the Province of British Columbia, with its principal office located at Unit 3204, 4464 Markham Street, Victoria, BC V8Z 7X8

(the “Parent”)

OF THE SECOND PART

AND:

MODIQUEST RESEARCH B.V., a company duly formed under the laws of the Netherlands, with its principal office located at Kloosterstraat 9 RE2, 5349 AB, Oss, the Netherlands, registered with the trade register of the Chamber of Commerce under number 09148575.

(“ModiQuest Research”)

OF THE THIRD PARTY

AND:

IMMULEASE B.V., a company duly formed under the laws of the Netherlands, with its principal office located at Schoutstraat 58, 6525XV Nijmegen, the Netherlands, registered with the trade register of the Chamber of Commerce under number 09213199.

(“Immulease”)

OF THE FOURTH PART


IMMUSYS B.V., a company duly formed under the laws of the Netherlands, with its principal office located at Schoutstraat 58, 6525XV Nijmegen, the Netherlands, registered with the trade register of the Chamber of Commerce under number 09140672.

(the “Seller”)

OF THE FIFTH PART

WHEREAS:

A.     The Seller is the sole owner of all of the issued and outstanding shares of ModiQuest Research and Immulease;

B.     The Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the outstanding shares of ModiQuest Research and lmmulease in exchange for shares of the Parent and certain payments made by the Purchaser as set forth herein (the “Transaction”); and

C.     The Parties agree that these recitals shall form part of this Agreement,

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.       INTERPRETATION

1.1.    Where used herein or Schedules hereto, the following terms shall have the following meanings:

(a)     “Action” has the meaning set forth in Section 4.15.

(b)     “Additional Dividend” has the meaning set forth in Schedule 6.1.

(c)     “Affiliate” means any and all Persons with respect to which the ultimate parent of a Party, at present or in the future, either directly or indirectly, holds more than fifty percent (50%) of the nominal value of the share capital issued, or more than fifty percent (50%) of the voting power at general meetings, or has the power to appoint and to dismiss a majority of the managing directors or otherwise to direct the activities of such Person, or any other Person qualifying as a ‘subsidiary’, as part of a ‘group’ or as a ‘participation’ as referred to in sections 2:24a, 2:24b and 2:24c of the NCC;

(d)     “Agreement” means this agreement including all schedules and appendices referred to herein or attached hereto, any and all as amended from time to time;

(e)     “Breach” means a breach of any of the warranties as referred to in Section 9.1.

 

2


(f)     “Business” means the business in which respectively ModiQuest Research and lmmulease are engaged, namely, respectively technology used for antibody generation, expression and optimisation, and the leasing of certain equipment by lmmulease to ModiQuest Research.

(g)     “Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for normal business in Amsterdam, the Netherlands and Victoria, Canada.

(h)     “Cap” means the cap on the aggregate of liabilities as defined in Section 9.4.

(i)     “Cash Payment” means the payment set forth in Section 2.3(a).

(j)     “Closing” means closing of the sale and transfer of the ModiQuest Research Shares and the lmmulease Shares by the Seller to the Purchaser as set forth herein.

(k)     “Closing Date” means the date of closing of the Transaction as agreed to by the Parties but in any event no later than March 31, 2018.

(l)     “Closing Price” means the closing price of the Parent Shares as quoted on the TSXV.

(m)     “Companies” means ModiQuest Research and lmmulease collectively and “Company” means any one of them, as the context requires.

(n)     “Company Director” means lmmusys B.V., the sole statutory director (statutair bestuurder) of each of the Companies on the Signing Date.

(o)     “Data Room” means the data room at https://cp.sync.com/files/625350499 made available to the Purchaser, its Parent and their representatives and advisers from December 6, 2017 to February 28, 2018.

(p)     “Deed of Transfer” means the notarial deed of transfer for the ModiQuest Research Shares and lmmulease Shares, to be executed in the agreed form on the Closing Date before the Notary.

(q)     “Deferred Cash Payment” and “Deferred Cash Payments” have the meanings set forth in Section 2.3(b).

(r)     “Deferred Share Payment” and “Deferred Share Payments” have the meanings set forth in Section 2.3(b)

(s)     “Disentanglement Agreement” has the meaning set forth in Section 4.12(iii).

 

3


(t)     “Dividend” has the meaning set forth in Schedule 6.1.

(u)     “Dutch GAAP” means generally accepted accounting principles applicable in the Netherlands to private companies like each of the Companies.

(v)     “EBITDA” means earnings before interest, taxes, depreciation and amortization attributable to ModiQuest Research as a separate business unit, determined in accordance with IFRS.

(w)     “Exchange Rate” means the Bank of Canada noon rate for European Euros in Canadian dollars on the date immediately preceding the Closing Date.

(x)     “Financing” means debt or equity financing to the Parent for not less than €2,500,000.

(y)     “First Additional Payment Date” means the date which is 60 days after the First ModiQuest Fiscal Year End.

(z)     “First ModiQuest Fiscal Year End” means the first ModiQuest Research Fiscal Year End ending on or after December 31, 2018.

(aa)     “Fundamental Warranties” has the meaning as defined in Section 9.1.

(bb)     “Governmental Body” means any government, parliament, legislature, regulatory authority, agency, commission, board or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of any nation, state, province or subdivision thereof, including any municipality or district.

(cc)     “IFRS” means International Financial Reporting Standards applicable to Canadian publically traded companies.

(dd)     “Intellectual Property Rights” has the meaning set forth in Section 4.20.

(ee)     “lmmulease Shares” means the 18,000 common shares in the capital of lmmulease B.V. held by lmmusys B.V.

(ff)     “Law” means with respect to the relevant subject matter or Person, all applicable legislation, regulations, rules, directives, decrees, and other legislative measures or decisions having the force of law, as well as treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity, and all other laws of, or having effect in, any jurisdiction from time to time.

(gg)     “Lien” means any lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction of any sort whatsoever.

 

4


(hh)     “Losses” means all damages and losses assessed in accordance with sections 6:95 et seq. of the NCC, including without limitation all claims, liabilities, obligations, costs, damages, losses and expenses (including reasonable attorneys’ and expert fees and costs of investigation) of any nature, whether or not involving a third party, however excluding loss of (anticipated) share value, loss of profit, loss of goodwill, revenue or dividends, loss of anticipated savings or return on investment, or indirect or consequential losses of any kind.

(ii)     “Management Agreement” means the form of agreement set forth in Appendix A.

(jj)     “Material Permits” has the meaning set forth in Section 4.18.

(kk)     “Material Adverse Effect” or “Material Adverse Change” means any effect, event, occurrence or change that is materially adverse to (i) the legality, validity or enforceability of any Transaction Documents, (ii) the results of operations, assets, business, prospects or condition (financial or otherwise) of the particular Party, taken as a whole, or (iii) a Party’s ability to perform, in any material respect, its obligations under any Transaction Documents, but not including any effect, event, asset, occurrence or change that results or arises from or relates to any change (iv) in applicable Law, generally accepted accounting principles applicable to the particular Party, or interpretations thereof or (v) to economies in general or the industry in which the particular Party operates. For greater clarity, a Material Adverse Effect or Material Adverse Change with respect the Companies, includes an adverse effect or change (A) to the turnover of each Company relative to the turnover in the period 12 months preceding such effect, event, occurrence or change, and/or (B) on the value of the Companies taken as a whole of at least EUR 250,000; and a Material Adverse Effect or Material Adverse Change with respect to the Purchaser and the Parent includes (C) a change in the affairs, assets, liabilities or financial condition of the Parent, taken as a whole, resulting in the closing price of the Parent Shares as quoted by the TSXV on the trading day immediately prior to the Closing Date being less than 20% of the price of the Parent Shares on the Signing Date.

(ll)     “Material Contract” has the meaning set forth in Section 4.14.

(mm)     “ModiQuest Research Fiscal Year End” means the fiscal year end of ModiQuest Research, being December 31 as of the Signing Date, and as such fiscal year end may be amended after Closing.

(nn)     “ModiQuest Research Shares” means the 180 common shares in the capital of ModiQuest Research B.V. held by lmmusys B.V.

(oo)     “NCC” means the Netherlands Civil Code (“Burgerlijk Wetboek”).

(pp)     “Notary” means civil law notary Mr. R.M. Rieter or another civil law notary of Bird & Bird LLP in The Hague, or such civil law notary’s substitute.

 

5


(qq)     “Notary Account” means the trust account (kwaliteitsrekening) of the office of the Notary, bank account number NL66ABNA0240486331 in the name of ‘Kwaliteitsrekening Notariaat Bird & Bird” with ABN AMRO Bank (BlC: ABNANL2A).

(rr)     “Party” or “Parties” means respectively each party and more than one party, or as the context requires, all five Parties to this Agreement.

(ss)     “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or agency or subdivision thereof) or other entity of any kind.

(tt)     “Premises” means the premises set forth in Schedule 4.19.

(uu)     “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(vv)     “Parent Financial Statements” means the audited and unaudited financial statements of the Parent in the Parent Public Filings.

(ww)     “Parent Public Filings” means the Parent’s filings on the SEDAR filing system.

(xx)     “Parent Shares” means common shares in the capital of the Parent.

(yy) “Parent Share Equivalents” means any securities of the Parent that would entitle the holder thereof to acquire at any time Parent Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Parent Shares.

(zz)     “Purchaser’s Group” means the Purchaser, the Parent, any holding company or ultimate beneficial owner of the Parent, any subsidiary of the Parent and any subsidiary of any such holding company or ultimate beneficial owner as well as all their Affiliates;

(aaa)     “Registrar” means the British Columbia Registrar of Companies.

(bbb)     “Required Approvals” has the meaning set out in Section 7.1.

(ccc)     “Second Additional Payment Date” means the date which is 60 days after the Second ModiQuest Fiscal Year End.

(ddd)     “Second ModiQuest Fiscal Year End” means the ModiQuest Research Fiscal Year End ending on or after December 31, 2019.

 

6


(eee)     “Securities Authorities” has the meaning set out in Section 7.4.

(fff)     “Seller Principal” means Mr Jos Raats, being the statutory director and the sole shareholder of the Seller.

(ggg)     “Share Payment” means the payments set forth in 2.3(a).

(hhh)     “Shares” means the ModiQuest Research Shares and the lmmulease Shares collectively and “Share” means any one of them, as the context requires.

(iii)     “Signing Date” the date all Parties hereto have signed this Agreement.

(jjj)     “Tax Act” means the Income Tax Act (Canada).

(kkk)     “Taxes” means means all forms of taxation, impositions, duties, contributions and levies in the nature of taxation including (without prejudice to the generality of the foregoing) income tax, tax on capital gains, corporation tax, value added tax, stamp duties, transfer taxes, land taxes (other than rates), sales tax or use taxes, social security contributions, wage taxes, secondary tax liabilities and any amounts withheld on account of any of the foregoing together with all penalties, charges, surcharges, fines, costs and interest relating thereto (in all cases, regardless of whether such taxes, penalties, charges, surcharges, fines, costs and interest are directly or primarily chargeable against or attributable to the relevant Party or any other Person and regardless of whether the relevant Person has, or may have, any right of reimbursement against any other Person) and including any contractual obligation to pay any of the above.

(lll)     “Third Additional Payment Date” means the date which is 60 days after the Third ModiQuest Fiscal Year End.

(mmm)     “Third ModiQuest Fiscal Year End” means the ModiQuest Research Fiscal Year End ending on or after December 31, 2020.

(nnn)     “Transaction Documents” means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder and any documents required by the TSXV, applicable securities legislation relating to this Agreement and other regulatory bodies having jurisdiction to carry out the terms and objectives of this Agreement.

(ooo)     “TSXV” means the TSX Venture Exchange.

1.2.     All dollar amounts referred to in this Agreement are in lawful currency of Canada, unless expressly stated othenrwise.

1.3.     Any representations or warranties by the Seller or the Purchaser and qualified by the expression ‘to the Seller’s knowledge’, ‘to the Purchaser’s knowledge’ or ‘so far as the Seller is aware’ or any similar expression shall be deemed to comprise such

 

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knowledge, information, awareness or knowledge that the named Party actually (feitelijk) has or is deemed to have on the basis of due and careful consideration and diligent enquiry, enquiry in his capacity as a manager/employer and/or, as the case may be, shareholder, of all senior employees of such Party and its Affiliates that have knowledge of the relevant matters, said enquiry made as a result of one Party’s due diligence investigation relative to the transactions contemplated in this Agreement.

1.4.     Where in this Agreement a Dutch term is given in italics or in italics and in brackets after an English term and there is any inconsistency or difference in interpretation between the meaning of the Dutch and the English term, the meaning of the Dutch term shall prevail. English language words used in this Agreement intend to describe Dutch legal concepts, and the interpretation or consequences of the use of those words according to Canadian law or any other foreign Law shall be disregarded.

1.5.     The following schedules are attached to and form part of this Agreement:

 

Schedule     2.2    Seller
Schedule     4.3    each of the Companies Share Capitalization
Schedule     4.14    each of the Companies Material Contracts
Schedule     4.19    each of the Companies Premises
Schedule     4.20    Intellectual Property
Appendix    A    Management Agreement
Appendix    B    Disentanglement Agreement

2.       PURCHASE AND SALE OF SHARES

2.1.     Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Seller hereby sells, and the Purchaser hereby purchases, the Shares free from any Lien with effect from the Closing Date and with all rights attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Shares after the Closing Date relative to the period thereafter.

2.2.     Transfer of the Shares. On the Closing Date and subject to the terms and conditions set forth herein, the Purchaser agrees to acquire and accept and the Seller agrees to transfer (leveren) to the Purchaser all of its Shares as set forth in Schedule 2.2 hereto, free and clear from any Lien and with all rights attaching to the Shares.

2.3.     Consideration. In consideration of the sale and transfer of the Shares, the Purchaser shall pay a total purchase price of €7,000,000 (in words: seven million euro) as follows:

(a)     On the Closing Date the Purchaser will pay to the Seller an aggregate of €5,000,000 payable in cash and Parent Shares as follows:

 

  (i)

€2,500,000, to be paid to the Seller in cash (the “Cash Payment”). The Purchaser shall ensure that the Cash Payment shall be credited to the Notary Account no later than 14.00 pm CET (Central European Time) on the Closing Date. The Notary shall hold the

 

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  Cash Payment in escrow for the Purchaser until execution of the Deed of Transfer, where after the Notary shall hold the Cash Payments in escrow for the Seller, and

 

  (ii)

€2,500,000, to be paid by the issuance by the Parent to the Seller of 6,600,399 Parent Shares (the “Share Payment”) having an agreed upon value of C$0.57 per Parent Share, converted at an agreed upon rate of C$1 = €0.6645 (being the daily exchange rate for December 6, 2017 as quoted by the Bank of Canada); and

(b)     After the Closing Date, the Purchaser will pay to the Seller an aggregate of €2,000,000 payable in cash and Parent Shares as follows:

 

  (i)

On or before the First Additional Payment Date, the Purchaser shall:

(A)     Pay to the Seller €333,333, in cash, and

(B)     Ensure that the Parent shall issue Parent Shares to the Seller having a value of €333,333 based on the greater of (1) $0.57 per Parent Share, and (2) the Closing Price on the First ModiQuest Fiscal Year End, converted to euros based on average the daily exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the date such Parent Shares are issued,

 

  (ii)

On or before the Second Additional Payment Date, the Purchaser shall:

(A)     Pay to the Seller €333,333, in cash, and

(B)     Ensure that the Parent shall issue Purchaser Shares to the Seller having a value of €333,333 based on the greater of (1) $0.57 per Parent Share, and (2) the Closing Price on the Second ModiQuest Fiscal Year End, converted to euros based on the average daily exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the date such Parent Shares are issued,

 

  (iii)

On or before the Third Additional Payment Date, the Purchaser shall:

(A)     Pay to the Seller €333,334, in cash, and

(B)     Ensure that the Parent shall issue Parent Shares to the Seller having a value of €333,334 based on the greater of (1) $0.57 per Parent Share, and (2) the Closing Price on the Third ModiQuest Fiscal Year End, converted to euros based on the average daily

 

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exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the date such Parent Shares are issued,

The deferred cash payments under this Section 2.3(b) are hereinafter referred to individually as a “Deferred Cash Payment” and collectively as the “Deferred Cash Payments” the deferred share issuances be made under this Section 2.3(b) are hereinafter referred to individually as a “Deferred Share Payment” and collectively as the “Deferred Share Payments”.

Notwithstanding that the Parent has designated the Purchaser to perform certain obligations under this Section 2.3, as between the Purchaser, Parent and Seller, the Parent shall be jointly and severally liable with the Purchaser to pay each portion of the purchase price in cash and equity to Seller as provided in this Section 2.3.

2.4.     Extension of Deferred Payments.

(a)     lf the ModiQuest Research Fiscal Year End for the particular fiscal year for which a Deferred Cash Payment or Deferred Share Payment is to be made, is the same as the Parent’s fiscal year end for the same period, then the Purchaser and the Parent may elect to delay payment of such Deferred Cash Payment or issuance of such Deferred Share Payment, or both, until the date that is 10 business days after the date that the Parent’s audited financial statements for the particular fiscal year are filed and posted on the SEDAR filing system, provided that the Parent provides written notice of such election to the Seller by no later than the First Additional Payment Date, the Second Additional Payment Date or the Third Additional Payment Date, as applicable.

(b)     lf the Purchaser and the Parent elect to defer payment of the Deferred Cash Payment or issuance of the Deferred Share Payment, or both, as set forth in Section 2.4(a), then the Deferred Cash Payment or the Deferred Share Payment, or both, as applicable and as adjusted as set forth in Section 2.5, shall bear simple interest at a rate of 4% per annum, beginning on the date of the First Additional Payment Date, Second Additional Payment Date or Third Additional Payment Date, as applicable, until the date that such Deferred Cash Payment or Deferred Share Payment is made.

2.5.     Adjustment to Deferred Payments. For Section 2.3(b), the Deferred Cash Payments and the value of the Deferred Share Payments to be made by the Purchaser to the Seller shall be adjusted downwards (but not upwards) if the EBITDA for the ModiQuest Research fiscal year ending on the particular ModiQuest Research fiscal year end date set forth in Section 2.3(b)(i), 2.3(b)(ii), or 2.3(b)(iii) (the “Particular ModiQuest Fiscal Year”), as applicable, is less than the average annual EBITDA over the two (2) comparable ModiQuest Research fiscal years immediately preceding the Particular ModiQuest Fiscal Year. Such adjustment shall be made pro rata based on the ratio that the annual EBITDA for the Particular ModiQuest Fiscal Year bears to the average annual EBITDA over the two (2) comparable ModiQuest fiscal years immediately preceding the Particular ModiQuest Fiscal Year. For example, if the

 

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EBITDA for the ModiQuest Research fiscal year ending December 31, 2018 is €1,000,000 and the average of the annual EBITDA for ModiQuest Research’s fiscal years ending December 31, 2017 and December 31, 2016 is €3,000,000, then the Deferred Cash Payment to be made pursuant to Section 2.3(b)(i)(A) shall be €111,111 and the value of the Parent Shares to be issued pursuant to the Deferred Share Payment under Section 2.3(b)(i)(B) shall be €111,111. Alternatively, if the EBITDA for ModiQuest Research’s fiscal year ending December 31, 2018 is €1,000,000 and the average of the annual EBITDA for ModiQuest Research’s fiscal years ending December 31, 2017 and December 31, 2016 is €1,000,000, then the Deferred Cash Payment to be made pursuant to Section 2.3(b)(i)(A) shall be €333,333 and the value of the Parent Shares to be issued pursuant to the Deferred Share Payment under Section 2.3(b)(i)(B) shall be €333,333.

2.6.     Examination of Books and Records.

(a)     The Seller may, within 10 days of the payment of any Deferred Cash Payment or Deferred Share Payment (the “Initial Review Period”), make written request to the Purchaser and the Parent that they make available to the Seller copies of all supporting documentation, working papers, invoices and other information as may be reasonably required to verify the calculation of the applicable Deferred Cash Payment or Deferred Share Payment (a “Records Request”). Within 10 business days after the receipt of a Records Request, the Purchaser and the Parent shall make such information available to the Seller, and upon receipt of such material, the Seller shall have a further 10 business days to review such information (the “Records Review Period”). During the Records Review Period, the Seller and their authorized representatives shall have access to all books and records of ModiQuest Research, the Purchaser and the Parent to the extent required to complete their review of the calculation of the Deferred Cash Payment or Deferred Share Payment, including but not limited to the working papers used in the preparation thereof. The Purchaser and Parent shall cooperate with the Seller and its authorized representatives with respect to such review. Within the Records Review Period, the Seller shall be entitled, by written notice to the Purchaser and the Parent, to dispute the calculation of the applicable Deferred Cash Payment or Deferred Share Payment, which notice will set out the reasons for the amount in dispute and reasonable details of the calculation of such disputed amount (a “Dispute Notice”). The Purchaser shall have 10 business days after the receipt of a Dispute Notice (the “Negotiation Period”) to review the disputed amount and, if necessary, revise the applicable Deferred Cash Payment or Deferred Share Payment by mutual agreement of the Parent and Seller. lf the Parent and Seller are unable to agree on the adjustments to be made to the Deferred Cash Payment or the Deferred Share Payment within the Negotiation Period, then such disputed items will be referred immediately thereafter to the Parent’s principal independent auditors or, if the Seller and the Parent mutually elect, a Canadian nationally recognized independent firm of chartered accountants that is independent of and has no business dealings with any of the Purchaser, the Parent, ModiQuest Research or the Seller (the “Auditor”). The fees and expenses of the Auditor for reviewing and revising the Deferred Cash Payment or Deferred Share Payment will be paid

 

11


by the Seller, unless the Auditor determines that the Deferred Cash Payment or Deferred Share Payment is increased by an amount equal to or more than the greater of (A) 3% of the amount originally calculated by the Purchaser and the Parent and (B) €10,000, in which case the Purchaser shall bear the Auditors’ fees. The determination of the Auditor shall be final and binding on the parties. lf the Seller does not dispute in writing the original calculation of the Deferred Cash Payment or Deferred Share Payment within the Initial Review Period or the Records Review Period, if applicable, or if the Seller and Parent mutually agree to settle such dispute within the Negotiation Period, such calculation of the Deferred Cash Payment or Deferred Share Payment shall be final and binding on the parties.

(b) Except as may be required by law, the Seller agrees not to (i) disclose, disseminate or otherwise make public any information provided by the Purchaser and the Parent under this Section 2.6, or (ii) use the information provided by the Purchaser and the Parent under Section 2.6 for any purpose other than disputing the amount of the Deferred Cash Payment or Deferred Share Payment, without the prior written consent of the Purchaser and the Parent, to be obtained in each instance.

2.7.     Closing. Closing shall take place on the Closing Date at the offices of the Notary at Zuid-Hollandplein 22, 2596 AW The Hague, the Netherlands and at such time as agreed to by the Parties or on such other date or at such other time or place as the Parties may mutually agree.

2.8.     Closing Deliveries.

(a)     Companies and the Seller Deliveries. On or prior to the Closing Date, each of the Companies and the Seller shall deliver or cause to be delivered the following documents to the Purchaser:

(i)     The original shareholders register of each of the Companies; and

(ii)     The Amendment Agreement to Management Agreement duly signed by Jos Raats.

(b)     Purchaser Deliveries. On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered the following documents to the Seller;

(i)     Payment by wire transfer, bank draft or certified cheque of the Cash Payment to the Notary Account.

(ii)     A share certificate registered in the name of the Seller representing the Share Payment or a direct registration advice issued by the transfer agent for the Parent Shares advising that the Share Payment has been issued to the Seller and registered in the name of the Seller.

 

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(iii)     A certificate, or the equivalent, as to the corporate existence and good standing of the Parent, issued by the Registrar, dated not more than five business days prior to the Closing Date; and

(iv)     The Amendment Agreement to Management Agreement duly signed by the Purchaser and the Parent.

2.9.     Further Actions.

(a)     The Seller, the Purchaser and each of the Companies shall sign the Deed of Transfer before the Notary who shall execute the Deed of Transfer, thus effectuating the transfer of the Shares from the Seller to the Purchaser.

(b)     On the first Business Day following the Closing Date, the Notary shall pay the Cash Payment to the Seller in the amounts as specified in Section 2.3(a)(i) above, to such bank accounts as shall be designated in writing by the Seller to the Notary.

(c)     Each Party to this Agreement covenants and agrees that, from time to time prior to and subsequent to Closing, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as may be necessary or desirable in order to carry out the purposes of this Agreement, including, but not limited to, such documents, instruments or agreements as may reasonably be requested by the TSXV in connection with the transactions contemplated in this Agreement.

2.10.     The Notary is a partner of Bird & Bird LLP, the firm of the external legal advisors to the Purchaser. The Seller acknowledges that it is aware of the relevant provisions of the Ordinance lnterdisciplinary Cooperatíon (Verordening Interdisciplinaire Samenwerking) and the articles 19 through 22 of the Professional Code of Conduct (Verordening Beroeps- en Gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). The Seller hereby acknowledges and agrees that the Notary may advise and act on behalf of the Purchaser and the Parent with respect to this Agreement, and any agreements and/or any disputes related to or resulting from this Agreement but not in respect of the Deed of Transfer.

2.11.     Post-Closing Changes to Company Articles and Directors. The Seller acknowledges, agrees and accepts that post-Closing, the Purchaser intends to (a) appoint an additional member (to be designated by the Purchaser) to the board of managing directors for each of the Companies, and to replace the Seller with Jos Raats as a managing director for each of the Companies; and (b) to amend the articles of association for each of the Companies to provide for a Managing Director A (to be authorized to act alone on behalf of the particular Company) and a Managing Director B (to be authorized to act only in cooperation or jointly with the Managing Director A). The person designated by the Purchaser will be appointed as the Managing Director A, and Mr. Raats will be appointed as the Managing Director B. The Seller covenants and

 

13


agrees to cooperate with the Purchaser, and to sign and deliver such documents, and to take such actions, as the Purchaser may reasonably request to give effect to the above changes.

3.       REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby warrants to the Purchaser and the Parent that each of the following representations is true and accurate on the Signing Date and will be true and accurate on the Closing Date and acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase of the Shares:

3.1.     The Seller owns the Shares as the sole legal, beneficial and recorded owner thereof, with good and marketable title thereto, free and clear of all Liens, and demands whatsoever, with full right, power and authority to sell, transfer and deliver the same to the Purchaser upon Closing, and such Shares are not subject to any shareholders’ agreement, voting trust agreement or similar agreement.

3.2.     The Seller is an entity duly incorporated or formed, validly existing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated in this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Seller of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Seller.

3.3.     No Person has any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase any of the Shares.

3.4.     This Agreement has been duly executed by the Seller, and when delivered by the Seller in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

3.5.     The Seller represents that it (or any other Person) has no right or claims whatsoever to any shares in the capital of, or any other equity or ownership interest in, each of the Companies other than the Shares, and it (or any other Person) does not have any options, warrants, or any other instruments or rights entitling the Seller to exercise, purchase, convert or otherwise acquire any shares in the capital of, or any other equity or ownership interest in, each or both of the Companies.

3.6.     The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not, in any material respect:

 

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(a)     Violate, be in conflict with, result in any breach of, constitute a default, or cause the acceleration of any obligation of the Seller, under:

(i)     Any agreement, instrument, license, permit or authority to which such Seller is, or is entitled to be, a party or to which the Shares are subject,

(ii)     Any judgment, decree, order, statute, rule or regulation applicable to the Seller,

(iii)     Any provision of Law or any judicial or administrative order, award, judgment or decree applicable to the Seller, or

(iv)     Any provision of the constituting documents, articles, by-laws, partnership agreement, resolutions, or other governing documents of the Seller,

(b)     Result in the creation of any Lien upon any or all of the Shares under any agreement or instrument whatsoever; or

(c)     Give to any Person any material interest or rights that have not been waived prior to the date hereof, including pre-emptive or preferential rights of purchase of any part or all of the Shares, or any right of termination, cancellation or acceleration under any agreement, instrument, license, permit or authority referred to in Section 3.6(a)(i);

3.7.     No permits, licenses, certifications, approvals, consents, or other action of a Governmental Body is required for the execution, delivery or performance by the Seller of the Transaction Documents or the transactions contemplated hereby or thereby.

3.8.     The Seller is not a “U.S. person” as that term is defined in Rule 901(k) of Regulation S promulgated under the United States Securities Act of 1933; the Seller was not in the United States at the time it received the offer to acquire the Parent Shares; and the Seller was not in the United States at the time such Seller decided to acquire the Parent Shares or at the time the Seller executed this Agreement.

3.9.     The Seller acknowledges and agrees that:

(a)     no securities commission or similar regulatory authority or other Governmental Body has reviewed or passed on the merits of the Parent Shares;

(b)     there is no government or other insurance covering the Parent Shares;

(c)     there are risks associated with the purchase of the Parent Shares;

 

15


(d)     there are restrictions on the Seller’s ability to resell the Parent Shares and it is the responsibility of the Seller to find out what those restrictions are and to comply with them before selling the Parent Shares; and

(e)     the Parent has advised the Seller that the Parent is relying on an exemption from the requirements to provide the Seller with a prospectus and to sell securities through a Person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to the Seller.

3.10.     The Seller is acquiring the Parent Shares for its own account, for investment purposes only and not with a view to resale or distribution or other disposition of the Parent Shares in violation to applicable securities laws.

3.11.     The Seller has been advised to consult with its own legal, tax and other advisors with respect to the merits of the acquisition of the Parent Shares and applicable resale restrictions, and the Seller is solely responsible for compliance with applicable resale restrictions with respect to the Parent Shares.

4.       REPRESENTATIONS AND WARRANTIES OF EACH OF THE COMPANIES

The Seller (in its capacity of Seller of the Shares and its capacity as managing director of each of the Companies) hereby warrants to the Purchaser and the Parent that each of the following representations is true and accurate on the Signing Date and will be true and accurate on the Closing Date, and acknowledges that the Purchaser and the Parent are relying on such representations and warranties in connection with the purchase of the respective Shares of each of the Companies:

4.1.     Organization and Qualification. Each Company is an entity duly incorporated or otherwise organized, validly existing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each Company is neither in violation nor in default of any of the provisions of its articles of incorporation. Each Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

4.2.     Subsidiaries, Partnerships and Joint Ventures. The Companies do not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. The Companies are not a partner or a participant in any partnership, joint

 

16


venture, profit sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement and is not party to any agreement under which any Company agrees to carry on any part of its business or any other activity in such manner or by which any Company agrees to any revenue or profit sharing arrangement.

4.3.     Capitalization. The capitalization of each Company is as set forth on Schedule 4.3, and the Shares are registered and recorded in the name of the Seller. The Shares represent all of the issued and outstanding share capital of the relevant Company and, except as set forth on Schedule 4.3, no Company has issued any capital stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right granted by any Company to participate in the transactions contemplated by the Transaction Documents. Except as set out in Schedule 4.3, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares in the capital stock, or contracts, commitments, understandings or arrangements by which any Company is or may become bound to issue additional shares in the capital stock of any Company. The consummation of the transactions contemplated under the Transaction Documents will not obligate any Company to issue interests in the share capital of such Company or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of any shares, options, warrant or similar securities in any Company to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of each Company’s share capital are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. On the Closing Date no further approval or authorization of any shareholder, the Company Director or others will be required to complete the transactions contemplated under the Transaction Documents. There are no shareholders agreements, voting agreements or other similar agreements with respect to Company’s share capital to which any Company is a party or, to the knowledge of the Seller, between or among any of the Companies and the Seller.

4.4.     Ownership of Shares. The Seller is the sole registered legal and beneficial owner of the Shares, and the Shares represent all of the issued and outstanding shares in the capital of the relevant Company.

4.5.     Authorization: Enforcement. Each Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. On the Closing Date, the execution and delivery of each of this Agreement and the other Transaction Documents by each Company and the consummation by it of the transactions contemplated hereby and thereby will be duly authorized by all necessary action on the part of each Company and no further action will be required by any Company, the Company Director or the Seller in connection herewith or therewith other than in connection with the Required Approvals. This Agreement, and each other Transaction Document to which a Company is a party,

 

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has been (or upon delivery will have been) duly executed by such Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of such Company enforceable against such Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.

4.6.     No Conflicts. The execution , delivery and performance by each Company of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of any Company’s certificate or articles of incorporation, or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of any Company, or to Seller’s knowledge give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or Lien) or other written agreement (evidencing a Company debt or Lien) to which Company is a party or by which any property or asset of any Company shall become bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Company is subject (including federal and state securities laws and regulations), or by which any property or asset of any Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

4.7.     Filings, Consents and Approvals. The Companies are not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Companies of the Transaction Documents, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

4.8.     Books and Records. The books and records of each Company fairly and correctly set out and disclose in all material respects, in accordance with Dutch GAAP, the financial position of each Company as at the date hereof, and all material financial transactions of each Company relating to the Business have been accurately recorded in such books and records in all material respects.

4.9.     Corporate Records. The corporate records and minute books of each Company contain complete and accurate copies of their respective constituting documents, minutes of all meetings and resolutions of the directors or managers (including any committees thereof) and shareholders of such Company, respectively, and the register of shareholders (including register of transfers) and register of directors or managers of Company are complete and accurate in all material respects.

 

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4.10.     Officers and Directors. The officers and directors of each of the Companies are as follows:

 

Name

  

Position

lmmusys B.V    Chief Executive Officer of ModiQuest Research
lmmusys B.V    Chief Executive Officer of lmmulease

4.11.     Financial Statements. At the Closing Date, the Financial Statements will have been prepared in accordance with Dutch GAAP as applied by the Companies for the book years 2015, 2016 and 2017, and will present fairly the assets, liabilities and the financial position of Company as at the dates indicated and the results of operation of each Company for the periods indicated as required pursuant to article 2: 391 NCC.

4.12.     No Material Changes. Since December 31, 2016, no Material Adverse Change has occurred. Without prejudice to the foregoing, since December 31, 2016, each Company’s Business has been carried on in the normal course and:

 

  (i)

except in accordance with terms of this Transaction and except for dividend authorised and paid to the Seller relative to book year 2016 of Modiquest Research and the dividend set forth in Schedule 6.1 (which dividend relates to the book year 2017 of ModiQuest Research) no dividend or other distribution on any shares in the capital of any Company has been made, declared or authorized and no Company has either purchased or redeemed or agreed to purchase or redeem any of the shares in its capital;

 

  (ii)

no payment of any kind has been made or authorized to or on behalf of the Seller or to or on behalf of officers, directors or shareholders of any Company; and no Company has paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of any Company except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee except in the ordinary course of business, which may include a 1.5% increase in the salary of ModiQuest Research’s employees and any increases in management fees set forth under the Management Agreement;

 

  (iii)

no Company has transferred, assigned, sold or otherwise disposed of any of its assets except (A) assets transferred, assigned, sold or otherwise disposed of in the ordinary course of business which has been disclosed to Purchaser and (B) assets transferred, assigned, sold or otherwise disposed of to disentangle assets held beneficially or jointly with ModiQuest BV, ModiQuest Therapeutics BV or the Seller as set forth in that lntra-Group Disentanglement Agreement among ModiQuest BV, ModiQuest

 

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  Therapeutics BV, ModiQuest Research and the Seller attached as Appendix B to this Agreement (the “Disentanglement Agreement”) provided that, with respect to this Section 4.12(iii)(B), the Seller has, prior to the Signing Date, provided the Purchaser and the Parent with a written list of all such assets transferred, assigned or sold to pursuant to the Disentanglement Agreement;

 

  (iv)

no Company has discharged or satisfied any Lien or subjected any of its assets to any Lien;

 

  (v)

to Seller’s knowledge no Company has incurred or assumed any liability (fixed or contingent) other than liabilities included in the relevant Company Financial Statements (ending December 31, 2016) and liabilities incurred or assumed, or resulting from contracts entered into since December 31, 2016 in the ordinary course of business;

 

  (vi)

no Company has suffered an extraordinary loss, or waived any rights of material value (each in excess of euro 50,000); and

 

  (vii)

no Company has incurred or assumed any material obligation, except for material obligations incurred or assumed, or resulting from contracts entered into, since December 31, 2016 in the ordinary course of business.

4.13.     Sole Business. The Business is the only business which has been or is currently conducted by the Companies.

4.14.     Material Contracts and Capital Commitments. Schedule 4.14 sets forth the material agreements, contracts, mortgages, indentures and leases to which any Company is a Party or to which it is bound (each, an “Material Contract” and collectively, the “Material Contracts”) which when absent or terminated would cause a Material Adverse Effect. Each Material Contract to the Seller’s knowledge is valid and binding and is in full force and effect, and the Companies have not, nor to the Seller’s knowledge has any third party, breached any material provision of, or is in default under the terms of, any such Material Contract.

4.15.     Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against or affecting any Company or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated therein or (ii) to Seller’s knowledge could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither Company nor any director or officer thereof is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Seller, there is not pending or contemplated, any investigation by any Governmental Body involving any Company, or any current or former director or officer of any Company.

 

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4.16.    Labour Relations.  No labor dispute exists or, to the knowledge of the Seller, is imminent with respect to any of the employees of any Company, which could reasonably be expected to result in a Material Adverse Effect. None of Companies’ employees to Seller’s knowledge is a member of a union that relates to such employee’s relationship with the relevant Company, and no Company is a party to a collective bargaining agreement, and the Seller believes that their relationships with their employees are good. To the knowledge of the Seller, no executive officer of any Company 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 any third party, and the continued employment of each such executive officer does not subject any Company to any liability with respect to any of the foregoing matters. Each Company is in compliance with all applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.17.    Compliance.  To the Seller’s knowledge, no Company: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by a Company under), nor has any Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

4.18.    Regulatory Permits.  Each Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted by them, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and each Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

4.19.    Title to Assets.  Each Company has good and marketable title to all real property owned and leased by it as set forth in Schedule 4.19 and good and marketable title in all personal property owned by it that is material to the Business, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by any Company, and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with Dutch GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by each Company are held by it under valid, subsisting and enforceable leases with which each Company are in material compliance.

 

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4.20.    lntellectual Property.  To the Seller’s knowledge, each Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with its Businesses as presently conducted and which the failure to so have could have a Material Adverse Effect as such rights are set forth in Schedule 4.20 (collectively, the “lntellectual Property Rights”), except with respect to the HEK293 cell lines, which ModiQuest Research uses without a license. No Company has received a notice (written) that any of the lntellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned within seven (7) years from the Signing Date. Except with respect to the co-existence agreement dated July 17, 2017 among the Seller and Quest Diagnostic lnvestments LLC (a copy of which has been provided by the Seller to the Parent) concerning the restricted registration and use of the ModiQuest trademark, inclusive of its logo and the caption “research”, no Company has received a written notice of a claim that the lntellectual Property Rights violate or infringe upon the rights of any Person. Except as set forth in Schedule 4.20, no Company has licensed any of its lntellectual Property Rights. To the knowledge of the Seller, all such lntellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the lntellectual Property Rights. Each Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.21.    Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, each Company (i) has made or filed all federal, state and local income and franchise Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material Taxes for periods subsequent to the periods to which such returns, reports or declarations apply according to Dutch GAAP as applied by each of the Companies. To the knowledge of the Seller there are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction.

4.22.    Related Party lndebtedness.  Except as disclosed in Financial Statements and salaries incurred in the ordinary course of business since the date thereof, no Company has loans or indebtedness outstanding which have been made to or from directors, former directors, officers, shareholders and employees of such Company or to any person or corporate body not dealing at arm’s length with any of the foregoing.

4.23.    Guarantees of lndebtedness.  No Company has guaranteed any dividend, obligation or indebtedness of any other Person, nor has any other Person guaranteed any dividend, obligation or indebtedness of any Company, except as provided under section 4.12 (i).

 

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4.24.    Insurance.   Each Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which such Company is engaged. No Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires (or terminates at Closing, if applicable) or to obtain similar coverage from similar insurers as may be necessary to continue its business after Closing without a significant increase in cost.

5.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

The Purchaser and the Parent warrant to each of the Companies and the Seller that each of the following representations is true and accurate on the Signing Date and will be true and accurate on the Closing Date and acknowledge that each of the Companies and the Seller are relying upon such covenants, representations and warranties in entering into this Agreement:

5.1.    Organization and Qualification.  The Purchaser is a company duly incorporated, and validly existing under the laws of the Netherlands, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Parent is a company duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Purchaser nor the Parent is in violation or default of any of the provisions of its respective certificate or notice of articles, articles or other organizational or charter documents. The Parent is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

5.2.    Capitalization.  The authorized capital of the Parent consists of an unlimited number of common shares without par value, of which, as of the Signing Date, 47,643,459 common shares are issued and outstanding.

5.3.    Authorization; Enforcement.  Each of the Purchaser and the Parent have the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. On the Closing Date, the execution and delivery of each of this Agreement and the other Transaction Documents by the Purchaser and the Parent and the consummation by it of the transactions contemplated hereby and thereby will be duly authorized by all

 

23


necessary action on the part of the Purchaser and the Parent and no further action will be required by the Purchaser, the Parent, their respective board of directors or their shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by each of the Purchaser and the Parent and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Purchaser and the Parent enforceable against the Purchaser and the Parent in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.

5.4.    No Conflicts.  The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Purchaser’s or the Parent’s articles of incorporation or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Purchaser or the Parent or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Purchaser debt, a Parent debt or otherwise) or other understanding to which the Purchaser or the Parent is a party or by which any property or asset of the Purchaser or the Parent is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Purchaser or the Parent is subject (including federal and state securities laws and regulations), or by which any property or asset of the Purchaser and the Parent is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

5.5.    Filings, Consents and Approvals.  Neither the Purchaser nor the Parent is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Purchaser and the Parent of the Transaction Documents to which it is a party, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

5.6.    lssuance of the Securities.  Upon Closing, all of the Parent Shares issued to the Seller will be duly and validly issued, fully paid and non-assessable shares in the capital of the Parent.

5.7.    Reporting lssuer.  The Parent is a reporting issuer in good standing in the province of British Columbia and Alberta, and is not in default of any applicable securities, taxation and corporate legislation, regulations, orders, notices or policies in force therein.

 

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5.8.    Disclosure Record.  The Parent has timely filed with the relevant authorities all documents required to have been filed by it under the securities laws applicable to it. As of their respective dates, each of the Parent Public Filings complied in all material respects with the requirements of the applicable securities laws pertaining to such filings, and none of the Parent Public Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. There have been no confidential material change reports filed by the Parent with any securities regulatory authority having jurisdiction. No material adverse change in the Parent’s financial position has taken place since the date of the latest balance sheet contained in its most recent audited financial statements, except as publicly disclosed in the Parent Public Filings.

5.9.    Exchange Listing and Filings.  The Parent Shares are listed on the TSXV and, on the Closing Date, the Parent Shares to be issued to the Seller as set out in Section 2.2 hereto will have been, or will prior to the Closing Date, be approved for issuance, listing and, upon expiry of all resale restrictions, trading through the TSXV.

5.10.    Parent Financial Statements.  The Parent Financial Statements have been prepared in accordance with applicable securities laws and in accordance with IFRS applicable to Canadian public enterprises and present fairly the assets, liabilities and the financial position of the Parent as at the dates indicated and the results of operation of the Parent for the periods indicated and no Material Adverse Effect in such financial position or such results of operation has occurred since the dates thereof. The Parent has not received any advice or notification from its independent certified public accountants that the Parent has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Parent Financial Statements or the books and records of the Parent, any properties, assets, liabilities, revenues or expenses.

5.11.    Litigation.  There is no Action pending or, to the knowledge of the Parent, threatened against or affecting the Purchaser, the Parent or any of their properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated therein or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Purchaser, the Parent, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Parent, there is not pending or contemplated, any investigation by any Governmental Body involving the Parent or any current or former director or officer of the Parent.

5.12.    Compliance.   To the Purchaser’s knowledge, after reasonable investigation, neither the Purchaser nor the Parent: (i) is in default under or in violation of (and no

 

25


event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Purchaser or the Parent thereunder), nor has the Purchaser or the Parent received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is not and has not been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

5.13.    Taxes.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Parent (i) has made or filed all federal, state and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Parent know of no basis for any such claim.

6.       ADDITIONAL COVENANTS OF PARTIES

6.1.    Covenants of the Seller and the Companies.  Each of the Companies hereby covenant and agree with the Purchaser and the Parent as follows, and the Seller, jointly and severally, covenants and agrees to do such things as may be necessary or desirable to cause or permit each of the Companies to comply with the following:

(a)    Conduct of Business.  Between the Signing Date and the Closing of the transactions contemplated hereby, unless otherwise expressly contemplated or permitted in this Agreement or consented to in writing by the Purchaser, each Company will:

(i)       Conduct the Business substantially as presently operated and only in the ordinary course and in compliance with all applicable Laws;

(ii)      Maintain the books, records and accounts of each Company in the ordinary course of business and record all transactions on a basis consistent with past practices;

(iii)     Not amend the articles, by-laws or other constitutional documents of any Company or the terms of the outstanding securities of any Company, including any outstanding indebtedness and credit facilities of any Company;

 

26


(iv)        Not amalgamate, merge or otherwise consolidate itself with any other Person or adopt or enter into a plan of liquidation or dissolution with respect to itself;

(v)         Not issue, sell, pledge, lease, dispose of or otherwise encumber any securities or any options, warrants or other rights to acquire securities, or redeem or purchase any of the outstanding securities of or ownership interests in any Company;

(vi)        Not incur or commit to incur any indebtedness for borrowed money nor pay any indebtedness (other than trade payables incurred in the ordinary course of business or as disclosed in Financial Statements);

(vii)       Not guarantee, endorse or otherwise become responsible for any material liability, obligation or indemnity of any other Person, or make any loans or advances, any and all other than those incurred or assumed in the ordinary course of business or appearing in the Disentanglement Agreement;

(viii)      Not split, consolidate or reclassify any of the shares nor undertake any other capital reorganization;

(ix)        Not sell, lease, encumber or otherwise dispose of, directly or indirectly, any properties or assets of Company, other than in the ordinary course of their respective businesses;

(x)         Not enter into any partnership, joint venture, memorandum of understanding, strategic alliance or similar agreement, arrangement or relationship, or any new material contract (other than contracts in the ordinary course of business); and

(xi)        Not declare, set aside or pay any dividend or other distribution to its shareholders or other owners, with the exception of a dividend payment as set forth in Schedule 6.1(a).

Notwithstanding the generality of the forgoing, the Parties acknowledge and agree that ModiQuest Research, the Seller, ModiQuest BV and ModiQuest Therapeutics BV are in the process of reorganizing their affairs, which reorganization includes the transfer of assets and list other actions being taken as part of re-organization among ModiQuest Research, the Seller, ModiQuest BV and ModiQuest Therapeutics BV and that such actions will not constitute a breach of this Section 6.1(a) to the extent that the Seller has, prior to the Signing Date, provided the Purchaser and the Parent with a written list of such transfers and other actions to be taken, including a reasonable description of the assets to be transferred or otherwise assigned to the Seller, ModiQuest BV and ModiQuest Therapeutics and the Seller and the Purchaser have consented to such transfers and other actions.

 

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(b)    Financial Statements.  Each of the Companies shall provide the Purchaser with its Financial Statements as soon as practicable after the date hereof.

(c)    Conditions of Closing.  The Seller shall use commercially reasonable efforts to cause each of the terms and conditions precedent for the benefit of the Purchaser to be fulfilled on or before the Closing Date.

6.2.    Covenants of the Purchaser.  The Purchaser and the Parent hereby covenant and agree with each of the Companies and the Seller as follows:

(a)    Conditions of Closing.  The Purchaser and the Parent shall use commercially reasonable efforts to cause each of the conditions to closing for the benefit of each of the Companies and the Seller to be fulfilled on or before the Closing Date.

6.3.    Mutual Covenants.  Each of the Purchaser, the Parent, each of the Companies and the Seller hereby covenant and agree each with the other as follows:

(a)    Confidentiality.

(i)        All information regarding each of the Companies and the Seller and their respective affiliates, provided to the Purchaser and the Parent under this Agreement or in furtherance of the transactions contemplated hereunder, will be kept in strict confidence by the Purchaser, the Parent and their Affiliates and agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the Purchaser’s and the Parent’s professional advisors with a need to know such information for the purposes contemplated in this Agreement) by the Purchaser, the Parent or any of their Affiliates or agents without the prior written consent of the Seller unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to the Parent or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. lf the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from the Seller, the Parent will immediately return to the Seller or destroy all information regarding each of the Companies, the Seller and their respective Affiliates provided in connection with the transactions contemplated in this Agreement.

(ii)        All information regarding the Purchaser, the Parent and their Affiliates, provided to the Seller under this Agreement or in furtherance of the transactions contemplated hereunder, will be kept in strict confidence by the Seller and its Affiliates and agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the Seller’s professional advisors with a need to know such information for the purposes contemplated in this Agreement) by the Seller or any Affiliate or

 

28


their agents without the prior written consent of the Purchaser or the Parent unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to each of the Companies or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. lf the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from the Purchaser (or the Parent), the Seller will immediately return to the Purchaser (or the Parent) or destroy all information regarding the Purchaser, the Parent and their Affiliates provided in connection with the transactions contemplated in this Agreement.

(iii)     Notwithstanding the generality of the forgoing, the provisions of Section 6.3(a)(i) and 6.3(a)(ii) shall not apply to any information that the Purchaser or the Parent (in the case of Section 6.3(a)(i)) or the Seller (in the case of Sectíon 6.3(a)(ii)) can demonstrate:

(A)     is or becomes available to the public other than as a direct or indirect result of any violation by the Purchaser or the Parent of Section 6.3(a)(i) or the Seller of Section 6.3(a)(ii);

(B)     is or becomes available to the Purchaser or the Parent (in the case of Section 6.3(a)(i)) or the Seller (in the case of 6.3(a)(ii)) on a non-confidential basis from a source other than the Purchaser, the Parent or the Seller, provided that such source does not owe a duty of confidentiality to the Seller (in the case of Section 6.3(a)(i)) or the Purchaser or the Parent (in the case of Section 6.3(a)(ii));

(C)     is or was demonstrably independently developed by the Purchaser or the Parent (in the case of Section 6.3(a)(i)) or the Seller or any of the Companies (in the case of 6.3(a)(ii)) without the use of any information disclosed pursuant to Section 6.3(a)(i)) or Section 6.3(a)(ii)); or

(D)     was lawfully and demonstrably in the possession of the Purchaser or the Parent (in the case of Section 6.3(a)(i)) or the Seller or any of the Companies (in the case of Section 6.3(a)(ii)) prior to its disclosure by Seller or any of the Companies, the Purchaser or the Parent.

(b)     Non-Solicitation. Until such time, if any, as this Agreement is terminated pursuant to the terms set out herein, except in accordance with the terms and conditions of this Agreement, the Companies and the Seller will not directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or otherwise consider the merits of any unsolicited inquiries or proposals from, any Person or entity (other than the Purchaser or the Parent) relating to any transaction involving (i) the sale of any of businesses or assets (other than sales made in the

 

29


ordinary course of business) of any of the Companies; (ii) any sale of the capital stock or other ownership interests of any of the Companies; or (iii) any merger, consolidation, business combination or similar transaction. Each of the Companies and the Seller agrees to promptly notify the Purchaser if it receives an unsolicited offer for any such transaction, or obtains information that such an offer is reasonably likely to be made, which notice shall include the identity of the prospective offeror and, if known, the consideration to be paid and terms of the prospective offer.

6.4.     Additional Dividend. The Parties agree that, after Closing, the Seller shall be entitled to the Additional Dividend on the terms and subject to the conditions set forth in Schedule 6.1 and each of the Parties agrees to comply with the provisions of Schedule 6.1 in respect of the Additional Dividend.

7.       SECURITIES REGULATORY APPROVALS

7.1.     The terms of this Agreement are subject to the approval of all securities regulatory authorities having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV (the “Required Approvals”).

7.2.     The Parent will with reasonable diligence do all such things and provide all such reasonable assurances as may be required to obtain the approval of all applicable regulatory authorities, including the TSXV, to the transactions and within the time contemplated in this Agreement.

7.3.     The Seller and each of the Companies shall promptly comply with all reasonable conditions and requirements of the TSXV to the completion of the transactions contemplated herein.

7.4.     lf the TSXV or any other securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein (collectively the “Securities Authorities”), shall prevent the consummation of the transactions contemplated herein, neither of the Parties nor their respective directors, officers, legal counsel, servants, or agents shall in any way be liable to the other Parties to this Agreement in respect of any damages or losses suffered by them as a result of such failure of the Securities Authorities to give their approval, provided that such Party has, with all due diligence and in good faith, used and demonstrates its commercially reasonable efforts to obtain the approval of such Securities Authorities.

7.5.     The Seller and the Parent shall provide each other with reasonable opportunity to review and comment on all filings, applications, submissions and other material communications to Securities Authorities. The Seller and the Parent shall use its commercially reasonable efforts to cooperate with and assist each other in the preparation and making of all filings, applications and submissions to such Securities Authorities.

7.6.     The Seller and the Parent shall promptly notify each other of any material

 

30


communication to such party from any Securities Authorities in respect of the transactions contemplated herein and shall provide the other Party with a copy thereof if such communication is in writing. The Seller and the Parent shall consult with each other prior to participating in any substantive meeting or discussion with any Securities Authorities in respect of the transactions contemplated herein and shall give each other the opportunity to attend and participate thereat.

7.7.     The Seller understands, acknowledges and agrees that, if required under applicable securities laws and the policies of the TSXV, the Parent Shares issued as part of the Share Payment or the Deferred Share Payment may be subject to restrictions on resale and the certificates or electronic records representing the Share Payment or the Deferred Share Payments, and any certificates or electronic records issued in exchange therefor, may be endorsed with restrictive legends substantially similar to the following:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY [insert the date that is four months and a day after the distribution date].

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert the date that is four months and a day after the distribution date].”

8.       CONDITIONS PRECEDENT TO CLOSING

8.1.     Mutual Conditions Precedent. The respective obligations of the Purchaser, the Parent, each of the Companies and the Seller to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following conditions:

(a)     The TSXV shall have approved such Agreement and such transactions;

(b)     lf required by any applicable Law or securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV, the shareholders of the Seller shall have approved the transactions contemplated in this Agreement; and

(c)     There shall have been no action taken under any applicable Law by any Governmental Body which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits or would otherwise have a Material Adverse Effect on one Party’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document as a result of which the other Party or Parties cannot reasonably require from such Party the completion of the transactions contemplated in this Agreement.

 

31


8.2.     The conditions precedent in Section 8.1 are for the mutual benefit of the Parties and may be waived, in whole or in part, at any time by each of the Parties, such waiver being without prejudice to any other right that any Party may have. In the event any of the foregoing conditions contained in Section 8.1 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Parties, any of the Purchaser, the Parent or the Seller may terminate this Agreement by written notice to the other and in such event each of the Purchaser, the Parent, each of the Companies and the Seller shall be released from all further obligations hereunder.

8.3.     Conditions Precedent to Purchaser’s and Parent’s Obligations. All of the obligations of the Purchaser and/or the Parent to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following conditions:

(a)     The Parent shall have completed the Financing on terms satisfactory to the Parent, in its sole discretion;

(b)     The respective representations and warranties of the Seller including those set forth in Section 4 concerning each of the Companies contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

(c)     Each of the Companies and the Seller shall have performed and complied in all material respects with all of their respective covenants and obligations required to be performed prior to Closing;

(d)     The Seller obtaining all required directors’, shareholders’, regulatory, and third party consents required for the Transaction

(e)     Between Signing Date and Closing, there shall have been no Material Adverse Change in the Business, taken as a whole; and

(f)     At Closing, each of the Companies and the Seller shall have delivered those items set forth in Section 2.8(a) of this Agreement.

8.4.     The conditions precedent in Section 8.3 are for the benefit of the Purchaser and the Parent and may be waived, in whole or in part, at any time by each of them, such waiver being without prejudice to any other right that any Party may have. In the event any of the foregoing conditions contained in Section 8.3 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser or the Parent, each of the Purchaser and the Parent may terminate this Agreement by written notice to the Seller and the Seller and in such event each of the Parties shall be released from all further obligations hereunder.

8.5.     Conditions Precedent to each of the Companies and Seller Obligations. All of the obligations of each of the Companies and the Seller to complete the transactions contemplated in this Agreement are subject to fulfilment, at or prior to Closing, of the following conditions:

 

32


(a)     The representations and warranties of the Purchaser and the Parent contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

(b)     The Purchaser and the Parent shall have performed and complied in all material respects with all of its covenants and obligations required to be performed prior to Closing;

(c)     The Purchaser and the Parent obtaining all required directors’, shareholders’, regulatory, and third Party consents required for the Transaction;

(d)     Between Signing Date and Closing, there shall have been no Material Adverse Change with respect to the Parent; and

(e)     At Closing, the Purchaser or the Parent shall have delivered those items set forth in Section 2.8(b) of this Agreement.

8.6.     The conditions precedent in Section 8.5 are for the benefit of each of the Companies and the Seller and may be waived, in whole or in part, at any time by each of the Companies and the Seller, such waiver being without prejudice to any other right that any Party may have. In the event any of the foregoing conditions contained in Section 8.5 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of each of the Companies or the Seller, any of each of the Companies or the Seller may terminate this Agreement by written notice to the other and in such event each of the Parties shall be released from all further obligations hereunder.

9.       LIMITATIONS OF LIABILITY; SURVIVAL OF REPRESENTATIONS AND WARRANTIES

9.1.     In the event of a breach by the relevant Party or Parties (such Party the “Breaching Party”) of any of the representations and warranties listed in Section 3, 4 and 5 and the Schedules referred to herein (a “Breach”), the Party or Parties suffering Losses (such Party the “non-Breaching Party”) shall upon obtaining knowledge thereof notify the Breaching Party promptly in writing of such Breach, setting out in reasonable detail the events or facts giving rise to the Breach, and to the extent possible indicating the amount of Losses involved. The failure of a non-Breaching Party to make a claim shall, however, not be considered a waiver of the right to make this claim as long as the claim is made in writing and is received by the Breaching Party within eighteen (18) months from the Closing Date, or, in the event of a claim resulting from a Breach of the following representations and warranties (the “Fundamental Warranties”), is made in writing and is received by the Breaching Party within the periods specified below:

(a)     Section 3, Section 4.1 – 4.6(i), 4.7, Section 4.12 (v) and Sections 5.1-5.7 within the period set by the relevant state of limitations relating to claims; and

 

33


(b)     Section 4.21 and Section 5.13 (Taxation) within six (6) months after the period set by the relevant statute of limitations relating to Taxes.

9.2.     In the event of a Breach, as sole and exclusive remedy to the non-Breaching Party, the Breaching Party shall compensate the non-Breaching Party for any Losses suffered by the Non-Breaching Party as a result of such Breach, provided that the maximum liability shall not exceed the amount referred to in Section 9.4.

9.3.     A claim against the Breaching Party for Losses in connection with a Breach shall:

(a)     not be permitted for any individual claims or series of related claims in an amount equal to or below € 25,000 (twenty five thousand Euro);

(b)     in any event, not be permitted unless the aggregate of either all of the non-Breaching Party’s claims in excess of the limit under (a) above exceeds the sum of € 100,000 (hundred thousand Euro), in which case the full amount of Losses shall be payable and not only the excess;

(c)     in the event of a claim resulting from a Breach of any of the Fundamental Warranties, not be permitted upon the elapse of the relevant limitation period as specified in Section 9.1;

(d)     in any other event, not be permitted after eighteen (18) months after the Closing Date,

provided that the thresholds referred to in Section 9.3.(a) and (b) shall not apply to claims relating to the Fundamental Warranties.

9.4.     The Breaching Party shall not be liable for Losses as a result of any Breaches in excess of 20% of the Cash Payment (the “Cap”), provided that the Cap shall not apply to any claim in relation to any of the Fundamental Warranties, which are subject to a cap equal to 100% of the Cash Payment.

9.5.     Any Losses payable by the relevant Breaching Party under this Agreement shall take into consideration any negative or positive effects to the non-Breaching (including but not limited to Tax effects).

9.6.     The Parties agree that if a claim notified to the Breaching Party is a result of or connected with a claim by a third party (each such claim a “Third Party Claim”) against or owed by the non-Breaching Party (or the relevant Company), then:

(a)     no admissions in relation to such Third Party Claim shall be made by or on behalf of the non-Breaching Party or any of its Affiliates (including the Companies) and the claim shall not be compromised, disposed of or settled without first consulting with the Breaching Party including a description in reasonable detail of the events or facts giving rise to said Third Party Claim, the interests at stake (as referred to hereinafter), and actions to be taken and making a fair attempt to agree with the Breaching Party on how to settle the Third Party Claim (a “Mutual Settlement Attempt”), unless circumstances reasonably require immediate action from the non-Breaching Party or the relevant Company and the

 

34


non-Breaching Party is not reasonably able to timely consult with the Breaching Party and to make a Mutual Settlement Attempt, in which case the non-Breaching Party shall immediately (if reasonably possible by email prior to any action, and otherwise as soon as reasonably practicable thereafter) inform the Breaching Party of any such situation, setting out in reasonable detail the actions to be taken in relation to such Third Party Claim and the interests at stake (as referred to hereinafter). For the avoidance of misunderstanding; the non-Breaching Party shall have the right, following such consultation and a Mutual Settlement Attempt, to settle with its own professional advisors, any such Third Party Claim by way of a written settlement agreement allowing its disclosure to the Breaching Party, provided (a) such settlement shall at all times strike a fair balance between the interests of the Breaching Party in keeping the Losses as low as possible on one hand and the interests of the non-Breaching Party in maintaining existing business relationships with such third Parties on the other hand;

(b)     the Parties will cooperate in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours, with the right to make copies thereof and/or take extracts therefrom;

(c)     without prejudice to the generality of the foregoing, the Breaching Party shall make available to the non-Breaching Party such persons as the non-Breaching Party may reasonably request for assessing, contesting, disputing, defending, compromising or appealing the Third Party Claim, and shall attend any relevant proceedings as a witness to give evidence and prepare appropriately for such attendance;

(d)     the non-Breaching Party shall provide the Breaching Party a true and complete copy of any written settlement agreement signed by the Third Party and the non-Breaching Party, or as the case may be, a true and complete copy of any arbitration decisions, verdict or court judgments relative to any Third Party Claim.

9.7.     The non-Breaching Party shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any claims or Losses in the absence of mitigation might give rise to a liability in respect of any claims. Nothing in this Agreement shall be deemed to relieve non-Breaching Party from any duty under applicable law to mitigate any loss or damage incurred by it as a result of any Breach.

9.8.     No claims for Losses may be made for and neither the Purchaser nor the Parent shall be indemnified or reimbursed for any Losses resulting from a Breach which was, is or could have become known to the Purchaser or the Parent by reviewing the documents fairly disclosed to it in the Data Room or otherwise provided by the Seller or by any of the Companies, or their advisors or representatives, in the period as from October [20], 2017 to the Signing Date of this Agreement or for which provision was made in the 31 December 2017 Financial Statements. For the purpose hereof, ‘fairly disclosed’ means all facts, matters or other information which could have been reasonably discovered from records which are in the public domain, all facts, matters or

 

35


other information that appear clearly on the face of it, and facts, matters or other information disclosed in the Data Room or otherwise in such a manner and with such detail that a prudent individual who is knowledgeable in the relevant field, and who may or could have been assisted by professional advisors, reviewing the relevant information should have reasonably assessed the financial, legal, commercial or other relevance and consequences of such disclosure, provided (and without prejudice to the Purchaser’s right to terminate this Agreement pursuant to Section 8.3(b) and Section 8.4) that if the Seller has knowledge of a Breach prior to the Closing Date, the limitations set forth in this Section 9.8 shall not apply unless the Seller has provided express notice to the Purchaser and the Parent of such Breach prior to the Closing Date, including a description in reasonable detail of the circumstances relating to such Breach. Notwithstanding anything in this Agreement to the contrary, neither the Purchaser nor the Parent shall be indemnified or reimbursed for any Losses resulting from a Breach or inaccuracy of any representation, warranty if the Party seeking indemnification for such Losses had actual knowledge of such Breach or of any facts or circumstances rendering such representation or warranty inaccurate prior to the Closing.

9.9.     The Breaching Party shall not be liable for a warranty Breach to the extent it relates to:

(a)     Any act, omission, transaction, or arrangement performed at the request of the non-Breaching Party before the Closing Date or in respect of which the non-Breaching Party has given its prior written consent or performed by the non-Breaching Party after the Closing Date;

(b)     Any change in applicable Law or generally accepted published interpretation of applicable Law after the Closing Date;

(c)    Any change in the accounting or taxation policies and practice of the non-Breaching Party after the Closing Date in comparison to the accounting or taxation policies prior to the Closing; and/or

(d)     A contingent liability.

9.10.     Any Losses for which the non-Breaching Party can claim indemnification shall take into account any amount actually received by the non-Breaching Party or the relevant Company under any insurance policy, less any increase in Purchaser’s insurance premium as a consequence of recovering any such Losses under any such policy.

9.11.     Neither the Purchaser nor the Parent shall be entitled to deduct any amount or set off any claim for Losses or other (alleged) indebtedness of the Seller to the Purchaser or the Parent against any portion of the purchase price set forth in Section 2.3 due (or to become due) by the Purchaser to the Seller nor delay payment of any portion of the purchase price.

9.12.     The Purchaser and the Parent confirm that when entering into this Agreement it did not rely on any other warranty or statement than the Seller’s representations and warranties set out in Sections 3 and 4. The applicability of sections 7:17 and 7:20 up to and including 7:23 of the Dutch Civil Code is hereby excluded. The Purchaser and the Parent acknowledge and agree that neither the Seller, the Companies nor any of their

 

36


advisers make any representation or warranty as to the accuracy of forecasts, estimates, projections, statements of intent or statements of opinion given to the Purchaser, the Parent or other member of the Purchaser’s Group or their advisers or as may be included in any information in the Data Room, provided that the Seller represents and warrants to the Purchaser and the Parent that the Seller believes any forecasts, estimates, projections, statements of intent or statements of opinion given to the Purchaser, the Parent or other member of the Purchaser’s Group or their advisors or as may be included in any information in the Data Room are reasonable in the circumstances.

9.13.     None of the limitations of liability as set out in this Section 9 shall apply to any claim arising from fraud and/or deliberately misleading statements (“bedrog”) by the Breaching Party, including any claim in relation to Tax, where any relevant Governmental Authorities alleges fraud, default, negligent conduct or conduct involving dishonesty on the part of the Breaching Party and/or any Company or in relation to the matter giving rise to such claim.

9.14.     None of the limitations of liability as set out in this Section 9 or other contractual provisions herein such as under Section 5 shall prejudice in any manner any right the Seller may have as a shareholder of the Parent under the Securities Act (British Columbia) or other Laws protecting shareholders in a public company in Canada, and in the event of any conflict between any contractual provisions herein and said rights under Canadian or other foreign Law, the latter shall supersede and set aside the conflicting contractual provisions herein.

10.       COLLECTION OF PERSONAL INFORMATION

10.1.     The Seller acknowledges and consents to:

 

  (a)

the fact that the Purchaser and/or the Parent is collecting the Seller’s and the Seller Principal’s personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) (“Seller Personal Information”);

 

  (b)

the Purchaser and/or the Parent will retain such personal information for as long as permitted or required by Law or commercially reasonable business practices for publicly traded entities; and

 

  (c)

the fact that the Parent may be required by the applicable securities laws of the applicable province, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided under this Agreement or any of the Transaction Documents.

 

37


10.2.     The Seller agrees, acknowledges and consents that the Purchaser and the Parent, as the case may be, may use and disclose the Seller Personal Information as follows:

 

  (a)

for internal use with respect to managing the relationships between and contractual obligations of the Purchaser, the Parent and the Seller;

 

  (b)

for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

 

  (c)

for disclosure to securities regulatory authorities, the Exchange and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;

 

  (d)

for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

 

  (e)

for disclosure to professional advisers of the Purchaser and the Parent in connection with the performance of their professional services provided each such advisor is bound by confidentiality obligations no less stringent than confidentiality obligations set out in this Agreement;

 

  (f)

for disclosure to any Person where such disclosure is necessary for legitimate business reasons and is made with the Seller’s prior written consent;

 

  (g)

for disclosure to a court determining the rights of the Parties under this Agreement or any of the Transaction Documents; or

 

  (h)

for use and disclosure as otherwise required or permitted by Law.

10.3.     The Seller authorizes the indirect collection of personal information (as defined in the applicable securities laws of the Province of Ontario) by the Ontario Securities Commission and confirms that the Seller has been notified by the Parent:

 

  (a)

that the Parent will be delivering such personal information to the Ontario Securities Commission;

 

  (b)

that such personal information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in the securities laws of the Province of Ontario;

 

  (c)

that such personal information is being collected for the purpose of the administration and enforcement of the securities laws of the Province of Ontario; and

 

38


  (d)

that the title, business address and business telephone number of the public official in the Province of Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of personal information is as follows:

 

   

Administrative Support Clerk

   

Ontario Securities Commission

   

Suite 1903, Box 55, 20 Queen Street West

   

Toronto, Ontario     M5H 3S8

   

Telephone: 416-593-3684

11.       MISCELLANEOUS.

11.1.     Time shall be of the essence of this Agreement.

11.2.     This Agreement contains the whole agreement between the Parties hereto in respect of the purchase and sale of the Shares and there are no warranties, representations, liabilities, remedies, or other terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

11.3.     This Agreement may be amended or modified only by written instrument executed by each of the Parties affected thereby or by their respective successors and permitted assigns.

11.4.     This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of each of the other Parties hereto, which consent may be withheld for any reason whatsoever.

11.5.     Unless otherwise specifically provided for herein, each of the Companies, the Seller, the Parent and the Purchaser shall be responsible for the expenses (including fees and expenses of legal advisors, accountants and other advisors) incurred by them, respectively, in connection with the negotiation and settlement of this Agreement and the completion of the transactions contemplated hereby.

11.6.     The Parties waive their rights to wholly or partially rescind (“ontbinden”) this Agreement, to demand the rescission of this Agreement in legal proceedings pursuant to article 6:265 NCC or to nullify (“vernietigen”) or to otherwise reverse the transfer of Shares and other transactions contemplated hereby following Closing pursuant to article 6:228 NCC or to alter this Agreement pursuant to article 6:230 NCC.

11.7.     Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or facsimiled to the addressee at the address as set out on page one of this Agreement for each of the Seller, the Purchaser and the Parent, and for each of the Seller, at the address set forth on such Seller’s signature page to this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if facsimiled, on the next business day after it was facsimiled. Any Party hereto may change its address for notice from time to time by providing notice of such change to the other Parties hereto in accordance with the foregoing.

 

39


11.8.     This Agreement contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties to this Agreement in relation to the matters dealt with in this Agreement. As regards, the mutual confidentiality provisions under Section 6.3(a), such provisions shall be considered to replace and cancel said Confidentiality Agreement by an between Parent and ModiQuest Research retroactively as of the date [20 October] 2017 in order to become binding by and between all Parties.

11.9.     lf any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then:

(a)     such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected; and

(b)     the Parties shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision.

11.10.     This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

11.11.     No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by or on behalf of the Party entitled to make such waiver. In addition, no failure to exercise, nor any delay in exercising, on the part of a Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.

11.12.     This Agreement and any dispute, controversy or claim arising hereunder or in connection herewith, its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of the Netherlands.

11.13.     The Parties irrevocably agree that all disputes which may arise under or otherwise in connection with this Agreement and the documents to be entered into pursuant to it, including disputes concerning the existence and validity thereof, shall be finally and exclusively resolved by arbitration in the Netherlands in accordance with the arbitration rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) taking into account the following:

 

  (a)

the arbitral tribunal shall be composed of three (3) arbitrators of which at least one (1) shall be a lawyer with a Netherlands law degree or admitted or licensed to practise Netherlands law, each of them appointed in accordance with the applicable arbitration rules;

 

40


  (b)

the place of arbitration shall be Amsterdam, the Netherlands;

 

  (c)

the arbitration shall be conducted in accordance with the NAI Arbitration Rules then in effect, as modified herein;

 

  (d)

the proceedings shall be conducted in the Dutch language;

 

  (e)

the arbitral tribunal shall decide in accordance with the rules of law (naar de regelen des rechts);

 

  (f)

the Parties shall not be precluded from applying for injunctive relief in summary proceedings (kort geding) before any competent court instead of an arbitration tribunal;

 

  (g)

the right, if any, to discovery is excluded;

 

  (h)

neither the Parties nor the arbitration institute may have the arbitral award published; and

 

  (i)

consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided for in section 1046 of the Dutch Code of Civil Procedure, is excluded.

 

  (j)

The award of the arbitrators shall be final and binding on the Parties and may be presented by any of the Parties for enforcement in any court of competent jurisdiction and the Parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of this arbitration agreement and any award rendered hereunder. In any such enforcement action, irrespective of where it is brought, none of the Parties will seek to invalidate or modify the decision of the arbitrators or otherwise to invalidate or circumvent the procedures set forth in this Section 11.13 as the sole and exclusive means of settling or resolving such dispute.

 

  (k)

The fees of the arbitrators and the other costs of such arbitration shall be borne by the Parties in such proportions as shall be specified in the arbitration award.

— EXECUTION PAGES FOLLOW —

 

41


lN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day and year first above written.

 

IMMUNOPRECISE ANTIBODIES LTD.     IMMUNOPRECISE NETHERLANDS B.V.
by its authorized signatory:     by its authorized signatory:
LOGO      

 

Jennifer Bath     Guy Jérôme Champagne
President and CEO    

Managing director

IMMUSYS B.V.    
By its authorized signatory:    
LOGO    

 

Jos Raats    
Managing director    
MODIQUEST RESEARCH B.V.     IMMULEASE B.V
By its authorized signatory:     By its authorized signatory:
LOGO     LOGO
lmmusys B.V., on its behalf     Immusys B.V., on its behalf
Jos Raats    

Jos Raats

[Signature page – Share Purchase Agreement]


IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day and year first above written.

 

IMMUNOPRECISE ANTIBODIES LTD.     IMMUNOPRECISE NETHERLANDS B.V.
by its authorized signatory:     by its authorized signatory:
 

 

    LOGO
Jennifer Bath     Guy Jérôme Champagne
President and CEO    

Managing director

IMMUSYS B.V.    
By its authorized signatory:    
 

 

   

 

Jos Raats    
Managing director    
MODIQUEST RESEARCH B.V.     IMMULEASE B.V
By its authorized signatory:     By its authorized signatory:
 

 

     

 

lmmusys B.V., on its behalf     lmmusys B.V., on its behalf
Jos Raats    

Jos Raats

[Signature page – Share Purchase Agreement]


SCHEDULE 2.2

to Share Purchase Agreement

dated the 15th day of March, 2018

Seller

 

Seller

   No. of Shares    Class of ModiQuest Research Shares
lmmusys B.V.    180 (each one hundred euro)    Ordinary shares
     
     
     
Total    180   

 

Seller

   No. of Shares    Class of lmmulease Shares
lmmusys B.V.    18,000 (each one euro)    Ordinary shares
     
     
     
Total    18,000   


SCHEDULE 4.3

to Share Purchase Agreement

dated the 15th day of March, 2018

Share Capitalization of ModiQuest Research

 

Designation of Security

   Amount Authorized    Amount Outstanding
Shares    900    180
Share Purchase Warrants    Not Applicable    Nil
Stock Options    Not Applicable    Nil

Share Capitalization of lmmulease

 

Designation of Security

   Amount Authorized    Amount Outstanding
Shares    90,000    18,000
Share Purchase Warrants    Not Applicable    Nil
Stock Options    Not Applicable    Nil


SCHEDULE 4.14

to Share Purchase Agreement

dated the 15th day of March, 2018

Material Contracts of ModiQuest Research and lmmulease

Each of those agreements and contracts set forth in the Data Room under the heading “Material Contracts.”


SCHEDULE 4.19

to Share Purchase Agreement

dated the 15th day of March, 2018

Premises of ModiQuest Research and lmmulease

ModiQuest Research – Leasehold Premises

Kloosterstraat 9, 5349 AB (postal address: lndustrielaan 63, 5349 AE) Oss, RE 2120, 2140/01, 2142, 2142/01, 2122, 2132, 2134, 2140, 2144, 2201, 2302, 3214, 3214/01, 0328, 0328/01, 0330, 0330/01, 3216, forming part of Pivot Park (OLSP Exploitatie BV), more particularly described in that lease agreement dated January 22, 2018 among OLSP Exploitatie BV and ModiQuest Research.


SCHEDULE 4.20

to Share Purchase Agreement

dated the 15th day of March, 2018

lntellectual Propertv

None other than:

  1.

(non-registered) copyrights regarding the documentation and know how owned by Modiquest Research;

  2.

tradenames: Modiquest Research B.V. and lmmulease B.V.

  3.

trademark: Modiquest logo

  4.

trademark: Modiquest product/service mark is in process of registration by lmmusys. EUTM registration number 014916506 (Nice classes 1, 5, 42, 45)

Licenses Granted on the lntellectual Property

Those licenses granted to ModiQuest BV and ModiQuest Therapeutics BV set forth in the Disentanglement Agreement.


SCHEDULE 6.1

to Share Purchase Agreement

dated the 15th day of March, 2018

Permitted Dividend

 

1.

The Parties acknowledge and agree that prior to Closing, the Seller (as shareholder of ModiQuest Research) has resolved to make a dividend payment in the total amount of €54,605 (the “Dividend”), which Dividend has been approved by the management board of ModiQuest Research as required in accordance with section 2:216 of the Dutch Civil Code.

 

2.

The Parties further acknowledge and agree that after Closing, the Purchaser shall resolve to make additional dividend distributions of up to €160,000 in the aggregate (the “Additional Dividend Distribution”), subject to the following conditions:

 

  (a)

On or before December 31, 2018, and subject to paragraph (c), the Additional Dividend Distribution shall not be payable unless after payment of the Additional Dividend Distribution, ModiQuest Research will have net working capital equal to or greater than €250,000;

 

  (b)

After December 31, 2018, and subject to paragraph (c), the Additional Dividend Distribution shall be payable regardless of the amount of net working capital left in ModiQuest Research after payment of the Additional Dividend Distribution; and

 

  (c)

The Additional Dividend Distribution is permitted under applicable law (including the management board of ModiQuest Research having approved such Additional Dividend Distribution in accordance with section 2:216 of the Dutch Civil Code).

 

3.

lf sufficient funds are not available for the payment of the entire Additional Dividend Distribution at one instance without violating the conditions set forth in Section 2, the Purchaser shall make partial dividend distributions (a “Partial Additional Dividend Distribution”) to the extent that such Partial Additional Dividend Distributions may be made without violating the conditions set forth in Section 2 until the entire aggregate amount of the Additional Dividend Distribution has been paid, and further provided that the Purchaser shall not be required to make Partial Additional Dividend Distributions unless the Partial Additional Dividend Distribution that may be made without violating the conditions set forth in Section 2 is greater than or equal to (i) €25,000 or (ii) the total amount of the Additional Dividend Distribution remaining to be distributed, whichever is less.

 

4.

Upon payment of the Additional Dividend Distribution or a Partial Additional Dividend Distribution, the Purchaser shall pay to the Seller, as additional purchase price for the ModiQuest Research Shares, an amount equal to the Additional Dividend Distribution or Partial Additional Dividend Distribution so paid.


APPENDIX A

to Share Purchase Agreement

dated the 15th day of March, 2018

Amendment Agreement to Management Agreement

(See Attached)


APPENDIX B

to Share Purchase Agreement

dated the 15th day of March, 2018

Disentanglement Agreement

(See Attached)

Exhibit 99.64

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of the 10th day of August, 2017.

AMONG:

IMMUNOPRECISE ANTIBODIES LTD., a company duly formed under the laws of the Province of British Columbia, with its principal office located at Unit 3204, 4464 Markham Street, Victoria, BC V8Z 7X8

(the “Purchaser”)

OF THE FIRST PART

AND:

U-PROTEIN EXPRESS B.V., a company duly formed under the laws of the Netherlands, with its principal office located at Life Sciences Incubator, Utrecht, Science Park, Yalelaan, 62, 3584 CM, Utrecht, The Netherlands, registered with the trade register of the Chamber of Commerce under number 30230407.

(“U-Protein” or the “Company”)

OF THE SECOND PARTY

AND:

THE UNDERSIGNED SHAREHOLDERS OF U-PROTEIN EXPRESS B.V.

(collectively referred to as the “U-Protein Shareholders” or “Sellers”)

OF THE THIRD PART

WHEREAS:

A.     The U-Protein Shareholders are the owners of all of the issued and outstanding shares of U-Protein, such that:

 

  i.

Universiteit Utrecht Holding B.V. (“Utrecht University”) has forty percent (40%) ownership of U-Protein;

 

  ii.

Bionomics B.V. (“Bionomics”) has twenty percent (20%) ownership of U-Protein;

 

  iii.

Wieger Hemrika (“Hemrika”) has twenty percent (20%) ownership of U-Protein; and

 

  iv.

Roland Romijn (“Romijn”) has twenty percent (20%) ownership of U-Protein.

B.     The U-Protein Shareholders have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the U-Protein Shareholders, all of their respective shares of U-Protein in exchange for shares of the Purchaser and certain cash payments made by the Purchaser as set forth herein (the “Transaction”).

 


 

2

 

C.     The Purchaser, U-Protein and the U-Protein Shareholders agree that these Recitals shall form part of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration including the sum of $10 now paid by each of the parties to the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

 

1.

INTERPRETATION

1.1.     Where used herein or in any amendments or Schedules hereto, the following terms shall have the following meanings:

(a)     “Bionomics U-Protein Shares” means the 3,600 U-Protein Shares held by Bionomics.

(b)     “Business” means the business in which U-Protein is engaged, namely, holding rights to proprietary expression technology used in antibody and protein production.

(c)     “Closing” means closing of the purchase, sale and transfer of the U-Protein Shares by the Purchaser as set forth herein.

(d)     “Closing Date” means the date of closing of the Transaction as agreed to by the parties but in any event no later than August 31, 2017.

(e)     “Deed of Transfer” means the notarial deed of transfer for the U-Protein Shares, to be executed in the agreed form on the Closing Date before the Notary.

(f)     “Exchange Rate” means the Bank of Canada noon rate for European Euros in Canadian dollars on the date immediately preceding the Closing Date.

(g)     “Financing” means the non-brokered private placement financing of a minimum of 5,100,000 Purchaser Shares at a price of $1.00 per share for minimum gross proceeds of $5,100,000.

(h)     “Governmental Body” means any government, parliament, legislature, regulatory authority, agency, commission, board or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of any nation, state, province or subdivision thereof, including any municipality or district.

(i)     “Hemrika U-Protein Shares” means the 3,600 U-Protein Shares held by Hemrika.

(j)     “IFRS” means International Financial Reporting Standards.

(k)     “Lien” means any lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction of any sort whatsoever.

(I)     “Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of U-Protein, taken as a whole, or (iii) a material adverse effect on U-Protein’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

(m)     “Management Agreement” means the form of management agreement (or, should the parties so agree, employment agreement) set forth in Schedule 2.4.

(n)     “Notary” means civil law notary Mr. R.M. Rieter or another civil law notary of Bird & Bird LLP in The Hague, or such civil law notary’s substitute.

 

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(o)     “Notary Account” means the trust account (kwaliteitsrekening) of the office of the Notary, bank account number NL66ABNA0240486331 in the name of ‘Kwaliteitsrekening Notariaat Bird & Bird’ with ABN AMRO Bank (BIC: ABNANL2A)

(p)     “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or agency or subdivision thereof) or other entity of any kind.

(q)     “Premises” means the premises set forth in Schedule 4.19.

(r)     “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(s)     “Purchaser Financial Statements” means the audited and unaudited financial statements of the Purchaser in the Purchaser Public Filings.

(t)     “Purchaser Public Filings” means the Purchaser’s filings on the SEDAR filing system.

(u)     “Purchaser Shares” means common shares in the capital of the Purchaser.

(v)     “Purchaser Share Equivalents” means any securities of the Purchaser that would entitle the holder thereof to acquire at any time Purchaser Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Purchaser Shares.

(w)     “Registrar” means the British Columbia Registrar of Companies.

(x)     “Required Approvals” has the meaning set out in Section 7.1.

(y)     “Romijn U-Protein Shares” means the 3,600 U-Protein Shares held by Romijn.

(z)     “Securities Authorities” has the meaning set out in Section 7.4.

(aa)     “Tax Act” means the Income Tax Act (Canada).

(bb)     “Transaction Documents” means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder and any documents required by the TSXV, applicable securities legislation relating to this Agreement and other regulatory bodies having jurisdiction to carry out the terms and objectives of this Agreement.

(cc)     “TSXV” means the TSX Venture Exchange.

(dd)     “Utrecht U-Protein Shares” means the 7,200 U-Protein Shares held by Utrecht University.

(ee)     “U-Protein Directors” means PodiCeps B.V., the statutory director of U-Protein and any other managers or other persons performing similar functions or duties, of U-Protein.

(ff)     “U-Protein Financial Statements” means the financial statements for the financial year ended December 31, 2016.

(gg)     “U-Protein Material Contract” means the contracts referred to in Schedule 4.14.

 

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(hh)     “U-Protein Shares” means the Utrecht U-Protein Shares, the Bionomics U-Protein Shares, the Hemrika Utrecht U-Protein Shares and the Romijn U-Protein Shares, representing all of the issued and outstanding shares in the capital of U-Protein.

(ii)     “U-Protein Share Equivalents” means any securities of U-Protein that would entitle the holder thereof to acquire at any time shares in the share capital of U-Protein, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or that otherwise entitles the holder thereof, to receive shares in the share capital of U-Protein.

1.2.     All dollar amounts referred to in this Agreement are in lawful currency of Canada, unless expressly stated otherwise.

1.3.     The following schedules are attached to and form part of this Agreement:

 

Schedule      2.1    U-Protein Shareholders
Schedule      4.3    U-Protein Share Capitalization
Schedule      4.14    U-Protein Material Contracts
Schedule      4.19    U-Protein Premises
Schedule      4.20    Intellectual Property
Schedule      5.2    Purchaser Subsidiaries
Schedule      5.3    Purchaser Share Capitalization
Schedule      6    Warranty Deed
Schedule      7    Transfer Deed
Schedule      8    Management Agreements

 

2.

PURCHASE AND SALE OF SHARES

2.1.     Purchase and Sale of U-Protein Shares. Subject to the terms and conditions of this Agreement, the U-Protein Shareholders hereby sell, and the Purchaser hereby purchases, the U-Protein Shares free from any Lien with effect from the Closing Date and with all rights attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the U-Protein Shares after the Closing Date. More specifically:

(a)     Utrecht University hereby sells the Utrecht U-Protein Shares to the Purchaser and the Purchaser hereby purchases the Utrecht U-Protein Shares from Utrecht University;

(b)     Bionomics hereby sells the Bionomics U-Protein Shares to the Purchaser and the Purchaser hereby purchases the Bionomics U-Protein Shares from Bionomics;

(c)     Hemrika hereby sells the Hemrika U-Protein Shares to the Purchaser and the Purchaser hereby purchases the Hemrika Shares from Hemrika; and

(d)     Romijn hereby sells the Romijn U-Protein Shares to the Purchaser and the Purchaser hereby purchases the Romijn U-Protein Shares from Romijn.

2.2.     Transfer of the U-Protein Shares. On the Closing Date and subject to the terms and conditions set forth herein, the Purchaser agrees to acquire and accept and the U-Protein Shareholders severally, and not jointly, agree to transfer (leveren) to the Purchaser each of their U-Protein Shares as set forth in Schedule 2.1 hereto, free and clear from any Lien and with all rights attaching to the U-Protein Shares.

 

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2.3.     Consideration. In consideration of the U-Protein Shares, the Purchaser shall pay a total purchase price of €6,830,000 as follows:

(a)     pay €2,734,732 to the U-Protein Shareholders on the Closing Date as follows

 

  (i)

€912,488 in cash to Utrecht University;

 

  (ii)

€456,244 in cash to Bionomics BV;

 

  (iii)

€683,000 in cash to Wieger Hemrika;

 

  (iv)

€683,000 in cash to Roland Romijn;

(the “Cash Payments”). The Purchaser shall ensure that the Cash Payments shall be credited to the Notary Account no later than 14.00 pm CET (Central European Time) on the Closing Date. The Notary shall hold the Cash payments in escrow for the Purchaser until execution of the Deed of Transfer, whereafter the Notary shall hold the Cash Payments in escrow for the U-Protein Shareholders.

(b)     issue Purchaser Shares having a cash value of €2,047,634 to the U-Protein Shareholders on the Closing Date as follows:

 

  (i)

Purchaser Shares having a cash value of €909,756 to Utrecht University;

 

  (ii)

Purchaser Shares having a cash value of €454,878 to Bionomics;

 

  (iii)

Purchaser Shares having a cash value of €341,500 to Wieger Hemrika;

 

  (iv)

Purchaser Shares having a cash value of €341,500 to Roland Romijn;

which Purchaser Shares are not subject to a lock up but trading shall only take place in accordance with the applicable TXSV rules regarding insider knowledge

In the event that the Purchase Shares are not issued to the Sellers within 4 weeks after the Closing Date, the Purchaser shall pay the cash equivalent to the Sellers

(c)     pay in cash or, at the sole election of each U Protein Shareholders, issue Purchaser Shares having a cash value of, €2,047,634 to the U-Protein Shareholders as follows:

 

  (i)

€909,756 to Utrecht University as follows:

(A)     €303,252 on December 31, 2018;

(B)     €303,252 on December 31, 2019;

(C)     €303,252 on December 31, 2020.

 

  (ii)

€454,878 to the Bionomics as follows:

(A)     €151,626 on December 31, 2018;

(B)     €151,626 on December 31, 2019;

(C)     €151,626 on December 31, 2020.

 

  (iii)

€341,500 to Hemrika as follows:

(A)     €113,833 on December 31, 2018;

(B)     €113,833 on December 31, 2019;

(C)     €113,833 on December 31, 2020.

 

  (iv)

€341,500 to Romijn as follows:

(A)     €113,833 on December 31, 2018;

(B)     €113,833 on December 31, 2019;

(C)     €113,833 on December 31, 2020.

For the purposes of sections 2.1(b) and 2.1(c), the number of Purchaser Shares will be determined by the following formula:

Cash Value I (CAD $1.00 I Exchange Rate)

2.4.     Closing. Closing shall take place on the Closing Date at the offices of the Notary at the Zuid-Hollandplein 22, 2596 AW The Hague, the Netherlands and at such time as agreed to by the U-Protein, U-Protein Shareholders and the Purchaser or on such other date or at such other time or place as the U-Protein, U-Protein Shareholders and the Purchaser may mutually agree.

 

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2.5.    Closing Deliveries.

(a)     U-Protein and the Shareholders Deliveries. On or prior to the Closing Date, U-Protein and the Shareholders shall deliver or cause to be delivered the following documents to the Purchaser:

(i)     The original shareholders register of U-Protein;

(ii)     A copy of the duly executed board resolution in connection with the execution, delivery and performance of this Agreement by U-Protein and the transactions contemplated hereby, including, if necessary, the approval of the U-Protein Shareholders of this Agreement and the transactions contemplated hereby;

(iii)     A certificate executed by a duly authorized officer of U-Protein dated as of the Closing Date to the effect that the representations and warranties made by U-Protein in this Agreement are true and correct in all material respects;

(iv)     A copy of the Management Agreements duly signed by Martin Hessing, Wieger Hemrika and Roland Romijn.

(v)     A copy of the Warranty Deed duly signed by the U-Protein Shareholders and the Company.

(b)     Purchaser Deliveries. On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered the following documents to U-Protein and the U-Protein Shareholders;

(i)     Payment by wire transfer, bank draft of the Cash Payments to the Notary Account;

(ii)     Electronic Shares representing the total number of Purchaser Shares issuable to such U-Protein Shareholder pursuant to Section 2.2(b) hereof and as set out in Schedule 2.1;

(iii)     A certificate, or the equivalent, as to the corporate existence and good standing of the Purchaser, issued by the Registrar, dated not more than five business days prior to the Closing Date;

(iv)     A copy, certified by a duly authorized officer of the Purchaser to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement by the Purchaser and the transactions contemplated hereby, including, if necessary, the approval of the Purchaser Shareholders of this Agreement and the transactions contemplated hereby;

(v)     A certificate executed by a duly authorized officer of the Purchaser dated as of the Closing Date to the effect that the representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects;

(vi)    A copy of the Management Agreements duly signed by the Purchaser;

(vii) A copy of the Warranty Deed duly signed by the Purchaser.

2.6.    Further Actions.

(a)     The U-Protein Shareholders, the Purchaser and U-Protein shall sign the Deed of Transfer before the Notary who shall execute the Deed of Transfer, thus effectuating the transfer of the U-Protein Shares from the U-Protein Shareholders to the Purchaser;

 

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(b)     On the first business day following the Closing Date, the Notary shall pay the Cash Payments to the U-Protein Shareholders in the amounts as specified in Section 2.3.(a) above, to such bank accounts as shall be designated in writing by the U-Protein Shareholders to the Notary;

(c)     The Purchaser shall pass a resolution of the general meeting of shareholders of U-Protein resolving to [(a) amend the articles of association of U-Protein] and (b) appoint Podiceps BV for 2 years as managing director of U-Protein, effective as per the moment of execution of the Deed of Transfer;

(d)     The Notary shall amend the articles of association of U-Protein;

(e)     Each party to this Agreement covenants and agrees that, from time to time prior to and subsequent to Closing, he, she or it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as may be necessary or desirable in order to carry out the purposes of this Agreement.

2.7.     The Notary is a partner of Bird & Bird LLP, the firm of the external legal advisors to the Purchaser. Each U-Protein Shareholder acknowledges that it is aware of the relevant provisions of the Ordinance Interdisciplinary Cooperation (Verordening lnterdisciplinaire Samenwerking) and the articles 19 through 22 of the Professional Code of Conduct ( Verordening Beroeps- en Gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariele Beroepsorganisatie). Each U-Protein Shareholder hereby acknowledges and agrees that the Notary may advise and act on behalf of the Purchaser with respect to this Agreement, and any agreements and/or any disputes related to or resulting from this Agreement.

 

3.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE U-PROTEIN SHAREHOLDERS

The covenants, representations and warranties provided by each U-Protein Shareholder to the Purchaser in connection with the purchase of the U-Protein Shares are set out in schedule 1 to the Warranty Deed attached hereto as Schedule 6 D.

 

4.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF U-PROTEIN

The covenants, representations and warranties provided by U-Protein to the in connection with the purchase of the U-Protein Shares are set out in schedule 2 to the Warranty Deed attached hereto as Schedule 6 is true and accurate at the date of this Agreement and the Closing Date.

 

5.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser covenants, represents and warrants with and to U-Protein and the U-Protein Shareholders as follows and acknowledges that U-protein and the U-Protein Shareholders are relying upon such covenants, representations and warranties in entering into this Agreement:

5.1.     Organization and Qualification. The Purchaser is a company duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Purchaser is not in violation or default of any of the provisions of its respective certificate or notice of articles, articles or other organizational or charter documents. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

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5.2.     Subsidiaries. Partnerships and Joint Ventures. Except as set forth in Schedule 5.2, the Purchaser does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of U-Protein. The Purchaser is not a partner or a participant in any partnership, joint venture, profit sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement and is not party to any agreement under which the Purchaser agrees to carry on any part of its business or any other activity in such manner or by which the Purchaser agrees to any revenue or profit sharing arrangement.

5.3.     Capitalization. The capitalization of the Purchaser will be as set forth on Schedule 5.3. Except as set forth on Schedule 5.3, the Purchaser has not issued any shares of its capital stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right granted by the Purchaser to participate in the transactions contemplated by the Transaction Documents. Except as set out in Schedule 5.3, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares in the capital stock, or contracts, commitments, understandings or arrangements by which the Purchaser is or may become bound to issue additional shares in the capital stock of the Purchaser or Purchaser Share Equivalents. Except as set out in Schedule 5.3, the consummation of the transactions contemplated under the Transaction Documents will not obligate the Purchaser to issue shares of its capital stock or other securities to any Person (other than the U-Protein Shareholders in accordance with this Agreement) and will not result in a right of any holder of the Purchaser’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of the Purchaser’s capital stock are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. On the Closing Date no further approval or authorization of the Purchaser’s board of directors or shareholders or others will be required to complete the transactions contemplated under the Transaction Documents. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Purchaser’s capital stock to which the Purchaser is a party or, to the knowledge of the Purchaser, between or among any of the Purchaser’s shareholders.

5.4.     Authorization; Enforcement. The Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. On the Closing Date, the execution and delivery of each of this Agreement and the other Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby will be duly authorized by all necessary action on the part of the Purchaser and no further action will be required by the Purchaser, its board of directors or its shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Purchaser and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

5.5.     No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Purchaser’s articles of incorporation or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Purchaser, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Purchaser debt or otherwise) or other understanding to which the Purchaser is a party or by which any property or asset of the Purchaser

 

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is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Purchaser is subject (including federal and state securities laws and regulations), or by which any property or asset of the Purchaser is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

5.6.     Filings. Consents and Approvals. The Purchaser is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Purchaser of the Transaction Documents, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

5.7.     Issuance of the Securities. Upon Closing, all of the Purchaser Shares issued to the U-Protein Shareholders will be duly and validly issued, fully paid and non-assessable shares in the capital of the Purchaser.

5.8.     Books and Records. The books and records of the Purchaser fairly and correctly set out and disclose in all material respects, in accordance with IFRS, the financial position of Purchaser as at the date hereof, and all material financial transactions of the Purchaser have been accurately recorded in such books and records.

5.9.     Corporate Records. The corporate records and minute books of the Purchaser contain complete and accurate copies of the constating documents of the Purchaser, minutes of all meetings and resolutions of the directors (including any committees thereof) and shareholders of the Purchaser, and the share certificate books, register of shareholders, register of transfers and register of directors of the Purchaser are complete and accurate in all material respects.

5.10.     Officers and Directors. The officers and directors of the Purchaser are as follows:

 

Name

  

Position

Thomas D’Orazio    CEO, President and Director
Natasha Tsai    CFO
Robert Beecroft    CTO and Director
Dawn Wattie    Corporate Secretary
Guy Champagne    Director
James Kuo    Director
Greg Smith    Director

5.11.     Reporting Issuer. The Purchaser is a reporting issuer in good standing in the province of British Columbia and Alberta, and is not in default of any applicable securities, taxation and corporate legislation, regulations, orders, notices or policies in force therein.

5.12.     Disclosure Record. The Purchaser has timely filed with the relevant authorities all documents required to have been filed by it under the securities laws applicable to it. As of their respective dates, each of the Purchaser Public Filings complied in all material respects with the requirements of the applicable securities laws pertaining to such filings, and none of the Purchaser Public Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. There have been no confidential material change reports filed by the Purchaser with any securities regulatory authority having jurisdiction.

5.13.     Exchange Listing and Filings. The Purchaser Shares are listed on the TSXV and, on the Closing Date, the Purchaser Shares to be issued to the U-Protein Shareholders as set out in Section 2.2 hereto will have been approved for issuance, listing and, upon expiry of all resale restrictions, trading through the TSXV.

 

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5.14.     Purchaser Financial Statements. The Purchaser Financial Statements have been prepared in accordance with applicable securities laws and in accordance with IFRS and present fairly the assets, liabilities and the financial position of the Purchaser as at the dates indicated and the results of operation of the Purchaser for the periods indicated and no Material Adverse Effect in such financial position or such results of operation has occurred since the dates thereof. The Purchaser has not received any advice or notification from its independent certified public accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and records of the Purchaser, any properties, assets, liabilities, revenues or expenses.

5.15.     Litigation. There is no Action pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated therein or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Purchaser, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Purchaser, there is not pending or contemplated, any investigation by any Governmental Body involving the Purchaser or any current or former director or officer of the Purchaser.

5.16.     Compliance. To the Purchaser’s knowledge, after reasonable investigation, the Purchaser: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Purchaser under), nor has the Purchaser received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is not and has not been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

5.17.     Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Purchaser (i) has made or filed all federal, state and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Purchaser know of no basis for any such claim.

 

6.

ADDITIONAL COVENANTS OF PARTIES

6.1.    Covenants of U-Protein. U-Protein hereby covenants and agrees with the Purchaser as follows, and the U-Protein Shareholders severally, but not jointly, covenant and agree to do such things as may be necessary or desirable to cause or permit U-Protein to comply with the following:

(a)     Conduct of Business. Between the date of this Agreement and the Closing of the transactions contemplated hereby, unless otherwise expressly contemplated or permitted in this Agreement or consented to in writing by the Purchaser, U-Protein will:

(i)    Conduct the Business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws;

 

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(ii)     Maintain the books, records and accounts of U-Protein in the ordinary course of business and record all transactions on a basis consistent with Dutch GAAP

(iii)     Not amend the articles, by-laws or other constating documents of U-Protein or the terms of the outstanding securities of U-Protein, including any outstanding indebtedness and credit facilities of U-Protein;

(iv)     Not amalgamate, merge or otherwise consolidate itself with any other person or adopt or enter into a plan of liquidation or dissolution with respect to itself;

(v)     Not issue, sell, pledge, lease, dispose of or otherwise encumber any securities or any options, warrants or other rights to acquire securities, or redeem or purchase any of the outstanding securities of or ownership interests in U-Protein;

(vi)     Not incur or commit to incur any indebtedness for borrowed money (other than trade payables incurred in the ordinary course of business);

(vii)     Not guarantee, endorse or otherwise become responsible for any material liability, obligation or indemnity of any other person, or make any loans or advances;

(viii)     Not split, consolidate or reclassify any of the shares nor undertake any other capital reorganization;

(ix)     Not sell, lease, encumber or otherwise dispose of, directly or indirectly, any business, properties or assets of U-Protein, other than in the ordinary course of their respective businesses;

(x)     Not enter into any partnership, joint venture, memorandum of understanding, strategic alliance or similar agreement, arrangement or relationship, or any new material contract (other than contracts in the ordinary course of business); and

(xi)     Not declare, set aside or pay any dividend or other distribution to its shareholders or other owners.

(b)     U-Protein Financial Statements. U-Protein shall provide the Purchaser with the U-Protein Financial Statements as soon as practicable after the date hereof.

(c)     Conditions of Closing. U-Protein shall use commercially reasonable efforts to cause each of the terms and conditions precedent for the benefit of the Purchaser to be fulfilled on or before the Closing Date.

6.2.     Covenants of the Purchaser. The Purchaser hereby covenants and agrees with U-Protein and the U-Protein Shareholders as follows:

(a)     Conditions to Closing. The Purchaser shall use commercially reasonable efforts to cause each of the conditions to closing for the benefit of U-Protein and the U-Protein Shareholders to be fulfilled on or before the Closing Date.

(b)     Purchaser Financing. The Parties agree that the Purchaser will complete a non-brokered private placement of a minimum 5,100,000 Purchaser Shares at a price of $1.00 per Purchaser Share for minimum gross proceeds of $5,100,000 conjunction with closing of the Transaction (the “Financing”).

 

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6.3.     Mutual Covenants. Each of the Purchaser, U-Protein and the U-Protein Shareholders hereby covenant and agree each with the other as follows:

(a)     Confidentiality.

(i)     All information regarding U-Protein and the U-Protein Shareholders and their respective affiliates, provided to the Purchaser under this Agreement or in furtherance of the transactions contemplated hereunder, will be kept in strict confidence by the Purchaser and its affiliates or agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the Purchaser’s professional advisors with a need to know such information for the purposes contemplated in this Agreement) by the Purchaser or any affiliate or agent of the Purchaser without the prior written consent of U-Protein unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to the Purchaser or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. If the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from U-Protein, the Purchaser will immediately return to U-protein or destroy all information regarding U-Protein, the U-Protein Shareholders and their respective affiliates provided in connection with the transactions contemplated in this Agreement.

(ii)     All information regarding the Purchaser and its affiliates, provided to U-Protein under this Agreement or in furtherance of the transactions contemplated hereunder, will be kept in strict confidence by U-Protein and its affiliates or agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the U-Protein’s professional advisors with a need to know such information for the purposes contemplated in this Agreement) by U-Protein or any affiliate or agent of U-Protein without the prior written consent of the Purchaser unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to U-Protein or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. If the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from the Purchaser, U-Protein will immediately return to the Purchaser or destroy all information regarding the Purchaser and its affiliates provided in connection with the transactions contemplated in this Agreement.

(iii)     Notwithstanding the generality of the forgoing, the provisions of Section 6.3(a)(i) and 6.3(a)(ii) shall not apply to any information that the Purchaser (in the case of Section 6.3(a)(i)) or U-Protein (in the case of Section 6.3(a)(ii)) can demonstrate:

(A)     is or becomes available to the public other than as a direct or indirect result of any violation by the Purchaser of Section 6.3(a)(i) or U-Protein of Section 6.3(a)(ii);

(B)     is or becomes available to the Purchaser (in the case of Section 6.3(a)(i)) or U-Protein (in the case of 6.3(a)(ii)) on a non-confidential basis from a source other than the Purchaser or U-Protein, provided that such source does not owe a duty of confidentiality to U-Protein (in the case of Section 6.3(a)(i)) or the Purchaser (in the case of Section 6.3(a)(ii));

(C)     is or was demonstrably independently developed by the Purchaser (in the case of Section 6.3(a)(i)) or U-Protein (in the case of 6.3(a)(ii)) without the use of any information disclosed pursuant to Section 6.3(a)(i)) or Section 6.3(a)(ii)); or

(D)     was lawfully and demonstrably in the possession of the Purchaser (in the case of Section 6.3(a)(i)) or U-Protein (in the case of Section 6.3(a)(ii)) prior to its disclosure by U-Protein or the Purchaser.

(b)     Non-Solicitation. Until such time, if any, as this Agreement is terminated pursuant to the terms set out herein, except in accordance with the terms and conditions of this Agreement, U-Protein

 

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and the U-Protein Shareholders will not directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or otherwise consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than the Purchaser) relating to any transaction involving (i) the sale of any of businesses or assets (other than sales made in the ordinary course of business) of U-Protein; (ii) any sale of the capital stock or other ownership interests of U-Protein; or (iii) any merger, consolidation, business combination or similar transaction. U-Protein and the U-Protein shareholders agrees to promptly notify the Purchaser if it receives an unsolicited offer for any such transaction, or obtains information that such an offer is reasonably likely to be made, which notice shall include the identity of the prospective offeror and the consideration to be paid and terms of the prospective offer.

 

7.

SECURITIES REGULATORY APPROVALS

7.1.     The terms of this Agreement are subject to the approval of all securities regulatory authorities having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV (the “Required Approvals”).

7.2.     The Purchaser will with reasonable diligence do all such things and provide all such reasonable assurances as may be required to obtain the approval of all applicable regulatory authorities, including the TSXV, to the transactions contemplated in this Agreement.

7.3.     The U-Protein Shareholders and U-Protein shall promptly comply with all reasonable conditions and requirements of the TSXV to the completion of the transactions contemplated herein.

7.4.     If the TSXV or any other securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein (collectively the “Securities Authorities”), shall prevent the consummation of the transactions contemplated herein, neither of the parties nor their respective directors, officers, legal counsel, servants, or agents shall in any way be liable to the other parties to this Agreement in respect of any damages or losses suffered by them as a result of such failure of the Securities Authorities to give their approval, provided that such party has, with all due diligence and in good faith, used its commercially reasonable efforts to obtain the approval of such Securities Authorities.

7.5.     U-Protein and the Purchaser shall provide each other with reasonable opportunity to review and comment on all filings, applications, submissions and other material communications to Securities Authorities. U-Protein and the Purchaser shall use its commercially reasonable efforts to cooperate with and assist each other in the preparation and making of all filings, applications and submissions to such Securities Authorities.

7.6.     U-Protein and the Purchaser shall promptly notify each other of any material communication to such party from any Securities Authorities in respect of the transactions contemplated herein and shall provide the other party with a copy thereof if such communication is in writing. U-Protein and the Purchaser shall consult with each other prior to participating in any substantive meeting or discussion with any Securities Authorities in respect of the transactions contemplated herein and shall give each other the opportunity to attend and participate thereat.

 

8.

CONDITIONS PRECEDENT TO CLOSING

8.1.     Mutual Conditions Precedent. The respective obligations of the Purchaser, U-Protein and the U-Protein Shareholders to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following conditions:

(a)     All securities regulatory authorities having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV, shall have approved such Agreement and such transactions;

 

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(b)     If required by any applicable law or securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV, the shareholders of the Purchaser shall have approved the transactions contemplated in this Agreement; and

(c)     There shall have been no action taken under any applicable law or by any Governmental Body which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits or would otherwise have a Material Adverse Effect on the completion of the transactions contemplated in this Agreement.

8.2.     The conditions precedent in Section 8.1 are for the mutual benefit of the Purchaser and U-Protein and may be waived, in whole or in part, at any time by both U-Protein and the Purchaser, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 8.1 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of both the Purchaser and U-Protein, any of the Purchaser or U-Protein may terminate this Agreement by written notice to the other and in such event each of the Purchaser, U-Protein and the U-Protein Shareholders shall be released from all further obligations hereunder.

8.3.     Conditions Precedent to Purchaser Obligations. All of the obligations of the Purchaser to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following conditions:

(a)     The respective representations and warranties of U-Protein and the U-Protein Shareholders contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

(b)     U-Protein and each of the U-Protein Shareholders shall have performed and complied in all material respects with all of their respective covenants and obligations required to be performed prior to Closing;

(c)     U-Protein obtaining all required directors’, shareholders’, regulatory, and third party consents, including without limitation, approval of the TSXV, required for the Transaction;

(d)     At Closing, there shall have been no materially adverse change in the affairs, assets, liabilities or financial condition of U-Protein or the Business, taken as a whole;

(e)     At Closing, each of U-Protein and the U-Protein Shareholders shall have delivered those items set forth in Section 2.4(a) of this Agreement; and

(f)     Completion of the Financing concurrently with closing of the Transaction.

8.4.     The conditions precedent in Section 8.3 are for the benefit of the Purchaser and may be waived, in whole or in part, at any time by the Purchaser, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 8.3 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to U-Protein and the U-Protein Shareholders and in such event each of the Purchaser, U-Protein and the U-Protein Shareholders shall be released from all further obligations hereunder.

8.5.     Conditions Precedent to U-Protein and U-Protein Shareholders Obligations. All of the obligations of U-Protein and the U-Protein Shareholders to complete the transactions contemplated in this Agreement are subject to fulfilment, at or prior to Closing, of the following conditions:

(a)     The representations and warranties of the Purchaser contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

 

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(b)     The Purchaser shall have performed and complied in all material respects with all of its covenants and obligations required to be performed prior to Closing;

(c)     The Purchaser obtaining all required directors’, shareholders’, regulatory, and thirdparty consents, including without limitation, approval of the TSXV, required for the Transaction;

(d)     At Closing, there shall have been no materially adverse change in the affairs, assets, liabilities or financial condition of the Purchaser, taken as a whole; and

(e)     At Closing, the Purchaser shall have delivered those items set forth in Section 2.4(b) of this Agreement.

8.6.     The conditions precedent in Section 8.5 are for the benefit of U-protein and the U-Protein Shareholders and may be waived, in whole or in part, at any time by U-Protein and the U-Protein Shareholders, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 8.5 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of U-Protein or the U-Protein Shareholders, any of U-Protein or the U-Protein Shareholders may terminate this Agreement by written notice to the other and in such event each of the Purchaser, U-Protein and the U-Protein Shareholders shall be released from all further obligations hereunder.

 

9.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

9.1.     The covenants, agreements, representations, warranties, and indemnities of the parties contained in this Agreement shall survive Closing of the transactions contemplated herein and, notwithstanding Closing or any documents delivered or investigations made in connection therewith, shall continue in full force and effect for a period after Closing, provided that a claim for a breach of any such representation or warranty, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 9.1, provided that a claim for any breach of any representations or warranties contained in this Agreement or in any of the Transaction Documents involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

9.2.     No investigations made by or on behalf of any or all of the parties to this Agreement at any time shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made by any other party herein or pursuant hereto.

 

10.

COVENANTS

10.1.     U-Protein Financial Statements. As soon as commercially reasonable following the Closing, the parties shall prepare and deliver, the following financial statements of U-Protein (collectively, the “U-Protein Financial Statements”) or such further or lesser financial statements of U-Protein as the Purchaser is required to include in a business acquisition report pursuant to the provisions of Part 8 of National Instrument 51-102- Continuous Disclosure Obligations of the Canadian Securities Administrators (“NI 51-102”):

 

  (a)

Audited (i) statements of comprehensive income, (ii) statement of changes in equity and (iii) statement of cash flows for each of U-Protein’s two most recently completed fiscal years ended prior to the Closing Date;

 

  (b)

Audited statements of financial position as of the end of each of U-Protein’s two most recently completed fiscal years ended prior to the Closing Date;

 

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  (c)

Unaudited (i) statements of comprehensive income, (ii) statement of changes in equity and (iii) statement of cash flows for U-Protein’s most recently completed three, six or nine month interim fiscal period (as applicable) ended prior to the Closing Date (if any);

 

  (d)

Unaudited statements of financial position as of the end of U-Protein’s most recently completed three, six or nine month interim fiscal period (as applicable) ended prior to the Closing Date (if any);

 

  (e)

The U-Protein Financial Statements shall be prepared in accordance with the requirements set forth in Part 8 of Nl 51-102 and the provisions of National Instrument 52-107 - Acceptable Accounting Principles and Auditing Standards applicable thereto.

The U-Protein Shareholders covenant and agree to use commercially reasonable efforts to co-operate with the auditors of the Purchaser in connection with the preparation of the U-Protein Financial Statements.

10.2.     Distribution of Excess Capital. On or before the Closing Date, U-Protein may declare a dividend to distribute any cash in excess of €500,000. U-Protein and the U-Protein Shareholders will ensure that €500,000 in cash will remain in U-Protein on the Closing Date.

10.3.     Default of Payment. If the Purchaser fails to pay or issue any payment under section 2.2(c) of this Agreement, U-Protein Shareholders, who collectively held all of the U-Protein Shares prior to the Closing Date, may:

(a)     provide notice to the Purchaser that the Purchaser is in default of its obligations under section 2.2(c) of this Agreement (the “Event of Default”); and

(b)     require the Purchaser to remedy the Event of Default (the “Notice of Default”).

The Purchaser will have 90 days after receipt of the Notice of Default to remedy the Event of Default or to commence and to thereafter diligently continue to remedy the Event of Default. If the Event of Default is not remedied or being diligently remedied by the Purchaser within 90 days of receipt of the Notice of Default, then the U-Protein Shareholder may require the Purchaser to sell all of the U-Protein Shares to the U-Protein Shareholders at their fair market value provided that the fair market value will be determined by an independent valuator selected by the U-Protein Shareholders and the Purchaser on mutual approval.

 

11.

COLLECTION OF PERSONAL INFORMATION

11.1.     The U-Protein Shareholders acknowledge and consent to:

 

  (a)

the fact that the Purchaser is collecting the U-Protein Shareholders’ personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Persona/Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time);

 

  (b)

the Purchaser will retain such personal information for as long as permitted or required by law or commercially reasonable business practices for publicly traded entities; and

 

  (c)

the fact that the Purchaser may be required by the applicable securities laws of the applicable province, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided under this Agreement or any of the Transaction Documents.

 

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11.2.     The U-Protein Shareholders agree, acknowledge and consent that the Purchaser, as the case may be, may use and disclose the U-Protein Shareholders’ personal information as follows:

 

  (a)

for internal use with respect to managing the relationships between and contractual obligations of the Purchaser and the U-Protein Shareholders;

 

  (b)

for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

 

  (c)

for disclosure to securities regulatory authorities, the Exchange and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;

 

  (d)

for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

 

  (e)

for disclosure to professional advisers of the Purchaser in connection with the performance of their professional services;

 

  (f)

for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the U-Protein Shareholders’ prior written consent;

 

  (g)

for disclosure to a court determining the rights of the parties under this Agreement or any of the Transaction Documents; or

 

  (h)

for use and disclosure as otherwise required or permitted by law.

11.3.     The U-Protein Shareholders authorize the indirect collection of personal information (as defined in the applicable securities laws of the Province of Ontario) by the Ontario Securities Commission and confirms that the Seller has been notified by the Purchaser:

 

  (a)

that the Purchaser will be delivering such personal information to the Ontario Securities Commission;

 

  (b)

that such personal information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in the securities laws of the Province of Ontario;

 

  (c)

that such personal information is being collected for the purpose of the administration and enforcement of the securities laws of the Province of Ontario; and

 

  (d)

that the title, business address and business telephone number of the public official in the Province of Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of personal information is as follows:

Administrative Support Clerk

Ontario Securities Commission

Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario M5H 3S8

Telephone: 416-593-3684

 

12.

MISCELLANEOUS.

12.1.     Time shall be of the essence of this Agreement.

 

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12.2.     This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of U-Protein Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

12.3.     This Agreement may be amended or modified only by written instrument executed by each of the parties affected thereby or by their respective successors and permitted assigns.

12.4.     This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement without the consent of the other party which consent may be withheld for any reason whatsoever.

12.5.     Unless otherwise specifically provided for herein, each of U-Protein, the U-Protein Shareholders and the Purchaser shall be responsible for the expenses (including fees and expenses of legal advisors, accountants and other advisors) incurred by them, respectively, in connection with the negotiation and settlement of this Agreement and the completion of the transactions contemplated hereby. In the event of a termination of this Agreement prior to consummation of the transactions contemplated hereby, the obligation of each party to pay its own expenses will be subject to any rights that such party may have arising from a breach of this Agreement by another party.

12.6.     Neither this Agreement nor any right or obligation hereunder shall be assignable by any of the parties hereto without the prior written consent of each of the other parties hereto.

12.7.     Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or facsimiled to the addressee at the address as set out on page one of this Agreement for each of U-Protein and the Purchaser, and for each of the U-Protein Shareholders, at the address set forth on such U-Protein Shareholder’s signature page to this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if facsimiled, on the next business day after it was facsimiled. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing.

12.8.     This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

12.9.     With the exception of the provisions of the Deed of Warranty, this Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of British Columbia, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

13.

13.1.     No claim shall be made by U-Protein or any of the U-Protein Shareholders against the Purchaser, or by the Purchaser against U-Protein or any of the U-Protein Shareholders, as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to such party exceeds $5,000.

13.2.     U-Protein managers may take one Board of Director position after closing to be determined by U-Protein when appropriate.

 

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

 

IMMUNOPRECISE ANTIBODIES LTD.
by its authorized signatory:

LOGO

 

Thomas D’Orazio
CEO and Director
U-PROTEIN EXPRESS B.V.
On its behalf PodiCeps B.V., on its behalf
Bionomics B.V. by its authorized signatory:

 

*
Martin Hessing

 

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

 

IMMUNOPRECISE ANTIBODIES LTD.
by its authorized signatory:

 

Thomas D’Orazio
CEO and Director
U-PROTEIN EXPRESS B.V.
On its behalf PodiCeps B.V., on its behalf
Bionomics B.V. by its authorized signatory:

LOGO

 

*
Martin Hessing

 

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U-PROTEIN SHAREHOLDER SIGNATURE PAGE

to that Share Exchange Agreement

dated the 10 day of August, 2017

 

*     
in the presence of:      BIONOMICS B.V.

LOGO

 

    

LOGO

 

Signature of Witness      Martin Hessing

LOGO

 

    
Name     

 

Number of Shares:

 

Address of Shareholder:

 

Shareholder’s Jurisdiction of Residence:

   LOGO

 

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U-PROTEIN SHAREHOLDER SIGNATURE PAGE

to that Share Exchange Agreement

dated the 10 day of August, 2017

 

*     
in the presence of:      UNIVERSITEIT UTRECHT HOLDING BV

LOGO

 

    

LOGO

 

Signature of Witnesss      Name: O. Schoots, Director

LOGO

 

    
Name     

 

Number of Shares:    7,200
Address of Shareholder:    Yalelaan 40, 3584 CM Utrecht
Shareholder’s Jurisdiction of Residence:    The Netherlands

 

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U-PROTEIN SHAREHOLDER SIGNATURE PAGE

to that Share Exchange Agreement

dated the 10 day of August, 2017

 

*     
in the presence of:     

 

    

Wieger Hemrika

Signature of Witness      WEIGER HEMRIKA

 

     LOGO
Name     

 

Number of Shares:    3,600
Address of Shareholder:    Kattenburgerhof 52 1018KD
Shareholder’s Jurisdiction of Residence:    Amsterdam

 

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U-PROTEIN SHAREHOLDER SIGNATURE PAGE

to that Share Exchange Agreement

dated the 10 day of August, 2017

 

*

in the Presence of:

     

LOGO

 

     

LOGO

 

Signature of Witness       ROLAND ROMIJN

Monique Kuipers

              
Name      

 

Number of shares:

 

Address of Shareholder:

 

Shareholder’s Jurisdiction of Residence:

   LOGO

 

Share Exchange Agreement


 

24

 

SCHEDULE 2.1

to that Share Exchange Agreement

dated the 10 day of August, 2017

U-Protein Shareholders

 

U-Protein Shareholder

   No. of Shares      Class of U-Protein
Shares
 

Universiteit Utrecht Holding BV

     7,200        Ordinary shares  

Bionomics BV

     3,600        Ordinary shares  

Wieger Hemrika

     3,600        Ordinary shares  

Roland Romijn

     3,600        Ordinary shares  
  

 

 

    

Total

     18,000     
  

 

 

    

 

Share Exchange Agreement


 

25

 

SCHEDULE 4.3

to that Share Exchange Agreement

dated the 10 day of August, 2017

Share Capitalization of U-Protein

 

Designation of Security

   Amount Authorized      Amount Outstanding  

Shares

     Unlimited        18,000  

Share Purchase Warrants

     Not Applicable        Nil  

Stock Options

     Not Applicable        Nil  

 

Share Exchange Agreement


 

26

 

SCHEDULE 4.14

to that Share Exchange Agreement

dated the 10 day of August, 2017

Material Contracts of U-Protein

U-Protein has committed in cash and in kind contribution in a number of subsidy projects for a total obligation of 31.000 euro.

U-protein has a number of distributor arrangements in place

U-protein has a rent agreement within the Life Science Building that comprises of a part of the infrastructure to be paid in the rent during a 10 year period.

 

Share Exchange Agreement


 

27

 

SCHEDULE 4.19

to that Share Exchange Agreement

dated the 10 day of August, 2017

Premises of U-Protein

U-Protein has hired laboratories and offices in the Life Science Building at the Utrecht Science Park at the Yalelaan 62, 3584 CM, Utrecht, The Netherlands for a period of 3 years and can be prolonged each year.

 

Share Exchange Agreement


 

28

 

SCHEDULE 4.20

to that Share Exchange Agreement

dated the 10 day of August, 2017

Intellectual Property

U-Protein has no patents, patent applications, registered trademarks active. U-protein therefore believes that it has no Intellectual Property rights with the exception of trade secrets, copyright and other proprietary rights.

U-protein has constructed prior to the inception of the company and in the course of running U-protein a large number of expression vectors for particular cell lines that U-protein considers as her proprietary tools.

Licenses Granted on the Intellectual Property

U-Protein has 2 license agreement with lmmunoprecise Antibodies (Victoria, Canada) and Argenix (Gent, Belgium) in place that enables these customers to make use of the U-protein vectors.

 

Share Exchange Agreement


 

29

 

SCHEDULE 5.2

to that Share Exchange Agreement

dated the 10 day of August, 2017

Subsidiaries of Purchaser

0496106 B.C. Ltd. (private company formerly lmmunoPrecise Antibodies Ltd.)

 

Share Exchange Agreement


 

30

 

SCHEDULE 5.3

to that Share Exchange Agreement

dated the 10 day of August, 2017

Share Capitalization of the Purchaser

 

Designation of Security

   Amount Authorized    Amount Outstanding

Common Shares

   Unlimited    38,578,522

Share Purchase Warrants

   Not Applicable    Nil

Stock Options

   Not Applicable    1,955,000

 

Share Exchange Agreement


 

31

 

SCHEDULE 6 - WARRANTY DEED

to that Share Exchange Agreement

dated the 10 day of August, 2017

(See Attached)

 

Share Exchange Agreement


DATED          2017

 

 

IMMUNOPRECISE ANTIBODIES LTD

as the Purchaser

and

UNIVERSITEIT UTRECHT HOLDING B.V.

BIONOMICS B.V.

WIEGER HEMRIKA

ROLAND A.P. ROMIJN

as the U-Protein Shareholders

U-PROTEIN EXPRESS B.V.

as the Company

 

 

WARRANTY DEED RELATING TO THE SHARE EXCHANGE AGREEMENT FOR THE

SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF

U-PROTEIN EXPRESS B.V.

 

 

 

1


CONTENTS

 

1.        

  DEFINITIONS AND INTERPRETATION      4  

2.

  WARRANTIES      4  

  LIABILITY      5  

  MISCELLANEOUS      5  

  GOVERNING LAW AND JURISDICTION      6  

SCHEDULE 1: U-PROTEIN SHAREHOLDERS’ WARRANTIES

     9  

SCHEDULE 2: COMPANY’S WARRANTIES

     12  

SCHEDULE 3: LIMITATIONS ON LIABILITY

     19  

SCHEDULE 4: DATA ROOM DVD

     22  

 

2


THIS WARRANTY DEED is made on              2017,

BETWEEN:

 

(1)

IMMUNOPRECISE ANTIBODIES LTD., a company duly formed under the laws of the Province of British Columbia, with its principal office located at Unit 3204, 4464 Markham Street, Victoria, BC V8Z 7X8 (the Purchaser);

 

(2)

UNIVERSITEIT UTRECHT HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Utrecht, the Netherlands and its registered address at Yalelaan 40, 3584 CM, Utrecht the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 30147272 (University Utrecht);

 

(2)

BIONOMICS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of, the Netherlands, having its corporate seat in Houten, the Netherlands and its registered address at Hazenakker 18, 3994 EJ, Houten, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 30166792 (Bionomics);

 

(3)

WIEGER HEMRIKA., a private individual residing at Kattenbruggerhof 52, 1018 KD Amsterdam, holder of a passport with number NT35F36B9 (Hemrika);

 

(4)

ROLAND A.P. ROMIJN., a private individual residing at Meester Tydemanstraat 234001 CR Tiel married with Mrs. MJHM Kuipers, born on 22-06-1969 te Idaarderadeel, holder of a passport with number NUJ33LHJ7 (Romijn); and

 

(5)

U-PROTEIN EXPRESS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Utrecht, the Netherlands and its registered address at Life Sciences Incubator, Utrecht Science Park, Yalelaan, 62, 3584 CM, Utrecht, The Netherlands, registered with the trade register of the Chamber of Commerce under number 30230407 (the Company).

University Utrecht, Bionomics, Hemrika and Romijn are hereinafter jointly also referred to as the U-Protein Shareholders and each as a U-Protein Shareholder. The U-Protein Shareholders and the Company are hereinafter jointly also referred to as the Warrantors and each as a Warrantor. The Purchaser and the Warrantors are hereinafter jointly also referred to as the Parties and each as a Party.

WHEREAS:

 

(A)

On the date of this Deed, the Purchaser, the U-Protein Shareholders and the Company entered into the SEA (as defined below).

 

3


(B)

In connection with entering into the SEA, the Warrantors agreed to give the Warranties on the terms set out in this Deed.

IT IS AGREED AS FOLLOWS:

 

1.

DEFINITIONS AND INTERPRETATION

 

1.1

The Schedules form part of this Deed and have the same force and effect as if set out in the body of this Deed. Any reference to this Deed includes the Schedules.

 

1.2

In this Deed, words and expressions defined and interpretations included in clause 1 of the SEA have the same meanings and interpretations, unless otherwise defined in this Deed or the context requires otherwise.

 

1.3

In this Deed, unless the context otherwise requires:

 

  Breach:    has the meaning as defined in clause 3.1.
  Claim:    has the meaning as defined in clause 3.2.
  Company’s Warranties:    has the meaning as defined in clause 2.2.
             Losses:    means any damages (including Taxes) suffered by the Purchaser or the Company arising out of or in connection with this Deed, as determined on the basis of sections 6:95 and 6:96 of the Dutch Civil Code.
  SEA:    means the share exchange agreement between the Warrantors, the Purchaser and the Company dated on the date of this Deed.
  U-Protein Shareholders’ Warranties:            has the meaning as defined in clause 2.1.
  Warranties:    means the U-Protein Shareholders’ Warranties and the Company’s Warranties.

 

1.4

Any Warranty qualified by the expression ‘to the U-Protein Shareholders’ knowledge’ or ‘to the Warrantors’ knowledge’ or ‘so far as the U-Protein Shareholders are aware’ or ‘so far as the Warrantors are aware’ or any similar expression shall be deemed to comprise such knowledge, information, belief, awareness or knowledge that each Warrantor actually (jeitelijk) has or is deemed to have on the basis of due and careful consideration and diligent enquiry, enquiry in his/its capacity as a manager/employee and/or, as the case may be, shareholder of the Company, of all employees within the Company that reasonably would be expected to have knowledge of the relevant matters.

 

2.

WARRANTIES

 

2.1

Each U-Protein Shareholder, for itself and no other U-Protein Shareholder, hereby covenants, represents and warrants with and to the Purchaser that each of the statements and representation set forth in Schedule 1 to this Deed (the U-Protein Shareholders’ Warranties) are true and accurate as per the date of signing of this Deed and Closing.

 

4


2.2

The Company hereby covenants, represents and warrants with and to the Purchaser that each of the statements and representation set forth in Schedule 2 to this Deed (the Company’s Warranties) are true and accurate as per the date of signing of this Deed and Closing.

 

3.

LIABILITY

 

3.1

Subject to the limitations as set out in Schedule 3, the U-Protein Shareholders shall be liable towards the Purchaser in the event the Warranties are not true and accurate at the signing date and the Completion Date (a Breach).

 

3.2

If the U-Protein Shareholders are liable towards the Purchaser: (a) pursuant to a claim in relation to a Warranty Breach (Claim); or (b) for a breach (before or after Completion) of this Deed, the Purchaser shall have the right to claim the Losses suffered as a result.

 

4.

MISCELLANEOUS

 

4.1

The applicability of sections 7:17 and 7:20 up to and including 7=23 DCC is hereby excluded

 

4.2

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

 

4-3

This Deed may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Parties may enter into this Deed by signing any such counterpart.

 

4-4

No waiver of any provision of this Deed shall be effective unless such waiver is in writing and signed by or on behalf of the Party entitled to make such waiver. In addition, no failure to exercise, nor any delay in exercising, on the part of a Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.

 

4-5

No amendment of this Deed shall be effective unless such amendment is in writing and signed by or on behalf of each of the Parties.

 

4.6

Each Party waives its right to rescind (ontbinden) this Deed, in whole or in part, on the basis of section 6:265 of the Dutch Civil Code or to request a competent court to amend this Deed on the basis of section 6:230(2) of the Dutch Civil Code. Furthermore, a Party in error (dwaling) shall bear the risk of that error in making this Deed.

 

4-7

Any notice in connection with this Deed shall be in writing in English and delivered by hand, registered post or courier using an internationally recognised courier company, to the addresses specified on the first page or such other address as a Party may inform the other Parties in writing, or by email. A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of delivery, if delivered by hand, registered post or courier; or (ii) if delivered by email at the time of sending.

 

5


5.

GOVERNING LAW AND JURISDICTION

 

5.1

Governing law

This Deed and any dispute, controversy or claim arising hereunder or in connection herewith, its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of the Netherlands.

 

5.2

Jurisdiction and forum

Any dispute, controversy or claim arising from or connected with this Deed, including one regarding the existence, validity or termination of this Deed or the consequences of its nullity and any non-contractual or other dispute (a Dispute) shall be referred to and finally resolved by arbitration in the Netherlands in accordance with the arbitration rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) taking into account the following (the Rules), taking into account the following:

 

  5.2.1

the arbitral tribunal shall consist of three arbitrators of which at least one (1) shall be a lawyer with a Netherlands law degree or admitted to practise Netherlands law, each of them appointed in accordance with the Rules.

 

  5.2.2

the arbitral tribunal shall decide in accordance with the rules of law (naar de regelen des rechts).

 

  5.2.3

the seat of the arbitration shall be Amsterdam, the Netherlands and the language of the arbitration shall be English.

 

  5.2.4

the Parties waive any right to refer points of law to appeal to the courts, to the extent that such waiver can validly be made.

 

  5.2.5

the Parties agree that the arbitral tribunal shall have the power to order on a provisional basis any relief which it would have power to grant in a final award.

[signature page follows]

 

6


IN WITNESS whereof the Parties have executed this Deed on the date which appears first on the first page.

 

On behalf of IMMUNOPRECISE ANTIBODIES LTD

 

Name:
Title:

 

On behalf of UNIVERSITEIT UTRECHT HOLDING B.V.

 

Name:
Title:

 

On behalf of BIONOMICS B.V.

 

Name:
Title:

 

WIEGER HEMRIKA

 

ROLAND ROMIJN

 

Signature page Warranty Deed


The undersigned:

Mrs. MJHM Kuipers,, residing at the Meester Tydemanstraat 23

4001 CR in Tiel, born in te Idaarderadeel, the Netherlands, on 22-06-1969, married to Mr. R. Romijn,

herewith declares to grant her unconditional consent as referred to in article 88 paragraph 1, Book 1 of the Dutch Civil Code to the obligations of her husband, Mr. R. Romijn, pursuant to this Warranty Deed

Signed in                     on             2017

 

 

8


SCHEDULE 1: U-PROTEIN SHAREHOLDERS’ WARRANTIES

Each U-Protein Shareholder, for itself and no other U-Protein Shareholder, hereby covenants, represents and warrants with and to the Purchaser as follows, and acknowledges that the Purchaser is relying on such covenants, representations and warranties in connection with the purchase of the U-Protein Shares:

 

1.1.

Such U-Protein Shareholder owns that number of U-Protein Shares set forth next to its name in Schedule 2.1 to the SEA hereto, as the beneficial and recorded owner thereof, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever, with full right, power and authority to sell, transfer and deliver the same to the Purchaser upon Closing, and such U-Protein Shares are not subject to any shareholders’ agreement, voting trust agreement or similar agreement.

 

1.2.

If an individual, such U-Protein Shareholder is of legal capacity and age, and has all necessary power and authority to enter into the Transaction Documents and to carry out its, his or her obligations under the Transaction Documents.

 

1.3.

If an entity other than an individual, such U-Protein Shareholder is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents and performance by such U-Protein Shareholder of the transactions contemplated therein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such U-Protein Shareholder.

 

14

No Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from such U-Protein Shareholder of any of the U-Protein Shares held by it.

 

1.5.

Each of the Transaction Documents has been duly executed by such U-Protein Shareholder, and when delivered by such U-Protein Shareholder in accordance with the terms thereof, will constitute the valid and legally binding obligation of such U-Protein Shareholder, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

1.6.

Such U-Protein Shareholder represents that it has no right or claims whatsoever to any shares in the capital of, or any other equity or ownership interest in, U-Protein other than those U- Protein Shares set forth next to its name in Schedule 2.1 to the SEA, and does not have any

 

9


  options, warrants, or any other instruments or rights entitling such U-Protein Shareholder to exercise, purchase, convert or otherwise acquire any shares in the capital of, or any other equity or ownership interest in, U-Protein.

 

1.7.

The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not, in any material respect:

 

  (a)

Violate, be in conflict with, result in any breach of, constitute a default, or cause the acceleration of any obligation of such U-Protein Shareholder, under:

 

  (i)

Any agreement, instrument, license, permit or authority to which such U-Protein Shareholder is, or is entitled to be, a party or to which the U-Protein Shares are subject,

 

  (ii)

Any judgment, decree, order, statute, rule or regulation applicable to such U-Protein Shareholder,

 

  (iii)

Any provision of law or regulation of any Governmental Body or any judicial or administrative order, award, judgment or decree applicable to such U-Protein Shareholder, or

 

  (iv)

Any provision of the constating documents, articles, by-laws, partnership agreement, resolutions, or other governing documents of such U-Protein Shareholder, if not an individual,

 

  (b)

Result in the creation of any Lien upon any or all of the U-Protein Shares under any agreement or instrument whatsoever; or

 

  (c)

Give to any person any material interest or rights that have not been waived prior to the date hereof, including pre-emptive or preferential rights of purchase of any part or all of the U-Protein Shares, or any right of termination, cancellation or acceleration under any agreement, instrument, license, permit or authority referred to in Section 1.7(a)(i);

 

1.8.

No permits, licenses, certifications, approvals, consents, or other action of a Governmental Body is required for the execution, delivery or performance by such U-Protein Shareholder of the Transaction Documents or the transactions contemplated hereby or thereby.

 

1.9.

Such U-Protein Shareholder is not a “U.S. person” as that term is defined in Rule 901(k) of Regulation S promulgated under the United States Securities Act of 1933; such U-Protein Shareholder was not in the United States at the time it received the offer to acquire the Purchaser Shares; and such U-Protein Shareholder was not in the United States at the time such U-Protein Shareholder decided to acquire the Purchaser Shares or at the time such U-Protein Shareholder executed this Deed.

 

1.10.

Such U-Protein Shareholder acknowledges and agrees that:

 

  (a)

no securities commission or similar regulatory authority or other Governmental Body has reviewed or passed on the merits of the Purchaser Shares;

 

  (b)

there is no government or other insurance covering the Purchaser Shares;

 

10


  (c)

there are risks associated with the purchase of the Purchaser Shares;

 

  (d)

there are restrictions on such U-Protein Shareholder’s ability to resell the Purchaser Shares and it is the responsibility of such U-Protein Shareholder to find out what those restrictions are and to comply with them before selling the Purchaser Shares; and

 

  (e)

the Purchaser has advised such U-Protein Shareholder that the Purchaser is relying on an exemption from the requirements to provide such U-Protein Shareholder with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to such U-Protein Shareholder.

 

1.11.

Each U-Protein Shareholder is acquiring the Purchaser Shares for its own account, ·for investment purposes only and not with a view to resale or distribution or other disposition of the Purchaser Shares in violation to applicable securities laws.

 

1.12.

Each U-Protein Shareholder has been advised to consult with its own legal, tax and other advisors with respect to the merits of the acquisition of the Purchaser Shares and applicable resale restrictions, and each U-Protein Shareholder is solely responsible for compliance with applicable resale restrictions with respect to the Purchaser Shares.

 

11


SCHEDULE 2: COMPANY’S WARRANTIES

U-Protein hereby covenants, represents and warrants with and to the Purchaser as follows, and acknowledges that the Purchaser is relying on such covenants, .representations and warranties in connection with the purchase of the U-Protein Shares:

 

1.1.

Organization and Qualification. U-Protein is an entity duly incorporated or otherwise organized, validly existing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. U-Protein is neither in violation nor in default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. U-Protein is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of U-Protein, taken as a whole, or (iii) a material adverse effect on U-Protein’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), being a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

1.2.

Subsidiaries, Partnerships and Joint Ventures. U-Protein does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. U- Protein is not a partner or a participant in any partnership, joint venture, profit sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement and is not party to any agreement under which U-Protein agrees to carry on any part of its business or any other activity in such manner or by which U-Protein agrees to any revenue or profit sharing arrangement

 

1.3.

Capitalization. The capitalization of U-Protein is as set forth on Schedule 4-3 to the SEA, and Schedule 2.1 to the SEA sets forth the number of U-Protein Shares owned beneficially, and of record, by the U- Protein Shareholders as of the date hereof. Except as set forth on Schedule 4-3 to the SEA, U-Protein has not issued any capital stock. No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right granted by U- Protein to participate in the transactions contemplated by the Transaction Documents. Except as set out in Schedule 4-3 to the SEA, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares in the capital stock, or contracts, commitments, understandings or

 

12


  arrangements by which U-Protein is or may become bound to issue additional shares in the capital stock of U-Protein or U-Protein Share Equivalents. The consummation of the transactions contemplated under the Transaction Documents will not obligate U-Protein to issue interests in the share capital of U-Protein or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of U-Protein securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of U-Protein’s share capital are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable laws, and none of such outstanding shares was issued in violation of any pre-emptive rights or similar rights to subscribe for or purchase securities. On the Closing Date no further approval or authorization of any shareholder, the U-Protein Directors or others will be required to complete the transactions contemplated under the Transaction Documents. There are no shareholders agreements, voting agreements or other similar agreements with respect to U-Protein’s share capital to which U-Protein is a party or, to the knowledge of U-Protein, between or among any of the U-Protein Shareholders.

 

1.4.

Ownership of U-Protein Shares. The U-Protein Shareholders are the sole registered owners, and to the knowledge of U-Protein, the sole legal and beneficial owners, of all of the issued and outstanding U-Protein Shares, in the amounts set forth next to their respective names as set out on Schedule 2.1 to the SEA.

 

1.5.

Authorization; Enforcement. U-Protein has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents Agreement and each of the other Transaction Documents and otherwise to carry out its obligations thereunder. On the Closing Date, the execution and delivery of the Transaction Documents by U-Protein and the consummation by it of the transactions contemplated thereby will be duly authorized by all necessary action on the part of U-Protein and no further action will be required by U-Protein, the U-Protein Directors or the U-Protein Shareholders in connection herewith or therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which U-Protein is a party, has been (or upon delivery will have been) duly executed by U-Protein and, when delivered in accordance with the terms thereof, will constitute the valid and binding obligation of U-Protein enforceable against U-Protein in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

1.6.

No Conflicts. The execution, delivery and performance by U-Protein of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby do not and will not: (i) conflict with or violate any provision of U-Protein’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) could result in the creation of any Lien upon any of the properties or assets of U-Protein, or (iii)

 

13


  subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which U-Protein is subject (including federal and state securities laws and regulations), or by which any property or asset of U-Protein is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

1.7.

Filings. Consents and Approvals. U-Protein is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by U-Protein of the Transaction Documents, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

 

1.8.

Books and Records. The books and records of U-Protein fairly and correctly set out and disclose in all material respects, in accordance with Dutch GAAP, the financial position of U-Protein as at the date hereof, and all material financial transactions of U-Protein relating to the Business have been accurately recorded in such books and records.

 

1.9.

Corporate Records. The corporate records and minute books of U-Protein contain complete and accurate copies of their respective constating documents, minutes of all meetings and resolutions of the directors or managers (including any committees thereof) and shareholders of U-Protein, respectively, and the share certificate books, register of shareholders, register of transfers and register of directors or managers of U-Protein are complete and accurate in all material respects.

 

1.10.

Officers and Directors. The officers and directors of U-Protein are as follows:

 

Name

  

Position

PodiCeps B.V.

   Director (bestuurder)

 

1.11.

U-Protein Financial Statements. At the Closing Date, the U-Protein Financial Statements will have been prepared in accordance with local GAAP and will present fairly the assets, liabilities and the financial position of U-Protein as at the dates indicated and the results of operation of U-Protein for the periods indicated and no Material Adverse Effect in such financial position or such results of operation has occurred since the dates thereof.

 

1.12.

No Material Changes. Since December 31, 2016, U-Protein’s Business has been carried on in the normal course and:

 

  (i)

except in accordance with terms of this Transaction, no dividend or other distribution on any shares in the capital of U-Protein has been made, declared or authorized and U-Protein has neither purchased nor redeemed nor agreed to purchase or redeem any of the shares in its capital;

 

14


  (ii)

no payment of any kind has been made or authorized to or on behalf of any of the U-Protein Shareholders or to or on behalf of officers, directors or shareholders of U-Protein; and U-Protein has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of U-Protein except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee except in the ordinary course of business;

 

  (iii)

there has to the Warrantors’ knowledge riot been any material adverse change in the financial position or condition of U-Protein or any damage, loss or other material adverse change in circumstances affecting U-Protein’s Business or its right or capacity to carry on business;

 

  (iv)

U-Protein has not transferred, assigned, sold or otherwise disposed of any of its assets except in the ordinary course of business and has not mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets;

 

  (v)

has not discharged or satisfied any Lien or paid any obligation or liability (fixed or contingent) other than liabilities included in the U-Protein Financial Statements and liabilities incurred since December 31, 2016 in the ordinary course of business;

 

  (v)

U- Protein has not suffered an extraordinary loss, or waived any rights of material value, or entered into any material commitment or transaction not in the ordinary course of business; and

 

  (vi)

U-Protein has not incurred or assumed any obligation or liability (fixed or contingent), except secured and unsecured current obligations and liabilities incurred in the ordinary course of business.

 

1.13.

Sole Business. The Business is the only business which has been or is currently conducted by U-Protein.

 

1.14.

Material Contracts and Capital Commitments. Schedule 1.13 to the SEA sets forth the material agreements, contracts, mortgages, indentures and leases to which U-Protein is a party or to which it is bound (each, an “U-Protein Material Contract” and collectively, the “U-Protein Material Contracts”). Each U-Protein Material Contract is valid and binding and is in full force and effect, and U-Protein has not, nor to U-Protein’s knowledge has any third party, breached any material provision of, or is in default under the terms of, any such U-Protein Material Contract.

 

1.15.

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of U-Protein, threatened against or affecting U-Protein or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction

 

15


  Documents or the transactions contemplated therein or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither U-Protein nor any director or officer thereof is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of U-Protein, there is not pending or contemplated, any investigation by any Governmental Body involving U- Protein, or any current or former director or officer of U-Protein.

 

1.16.

Labour Relations. No labor dispute exists or, to the knowledge of U-Protein, is imminent with respect to any of the employees of U-Protein, which could reasonably be expected to result in a Material Adverse Effect. None of U-Protein’s employees is a member of a union that relates to such employee’s relationship with U-Protein, and U-Protein is not a party to a collective bargaining agreement, and U-Protein believes that their relationships with their employees are good. To the knowledge of U-Protein, no executive officer of U-Protein 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 any third party, and the continued employment of each such executive officer does not subject U-Protein to any liability with respect to any of the foregoing matters. U-Protein is to its knowledge in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

1.17.

Compliance. To U-Protein’s knowledge, after reasonable investigation, U-Protein: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by U-Protein under), nor has U-Protein received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is not or has not been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labour matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

1.18.

Regulatory Permits. U-Protein possesses to its knowledge all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted by them, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and U-Protein has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

16


1.19.

Title to Assets. U-Protein has good and marketable title in fee simple to all real property owned and leased by it as set forth in Schedule 4.19 to the SEA and good and marketable title in all personal property owned by it that is material to the Business, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by U-Protein and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with Dutch GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by U-Protein are held by it under valid, subsisting and enforceable leases with which U-Protein are in material compliance. U-Protein has not granted or entered into any agreement, option, understanding or commitment to sell or otherwise dispose of or grant any Liens upon any of their respective real or personal property or assets, or any part thereof, or any right or privilege capable of becoming an agreement, option, understanding or commitment to sell or otherwise dispose of or grant any Liens upon any of their respective real or personal property or asset or any part thereof, other than sales or other dispositions made in the ordinary course of business.

 

1.20.

Intellectual Property. U-Protein has no inventions or running patents, patent applications, trademarks or trademark applications. The trade names of U-Protein are exhaustively listed in the chamber of commerce excerpt of U-Protein. In addition thereto, U-Protein has trade secrets, copyrights and licenses. As set forth in Schedule 4.20 to the SEA, U-Protein has constructed a large number of expression vectors that the Company considers as a proprietary trade secret. However, the Company can not guarantee that these vectors are not or in part infringing on patent or other positions of third parties. U-Protein has not received a written notice of a claim or otherwise has any knowledge that the Company violates or infringes upon the rights of any Person. Except as set forth in Schedule 4.20 to the SEA, U-Protein has not licensed any of its Intellectual Property Rights. To the knowledge of U-Protein, there is no existing infringement by another Person of any of the Intellectual Property Rights. U- Protein has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their constructed vectors, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

1.21.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, U-Protein (i) has made or filed all federal, state and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers and managers of U-Protein know of no basis for any such claim.

 

17


1.22.

Related Party Indebtedness. Except as disclosed in U-Protein Financial Statements and salaries incurred in the ordinary course of business since the date thereof, U- Protein has no loans or indebtedness outstanding which have been made to or from directors, former directors, officers, shareholders and employees of U-Protein or to any person or corporate body not dealing at arm’s length with any of the foregoing, and will not, prior to closing, pay any such indebtedness unless in accordance with budgets agreed in writing by the Purchaser.

 

1.23.

Guarantees of Indebtedness. U-Protein has not guaranteed any dividend, obligation or indebtedness of any other Person, nor has any other Person guaranteed any dividend, obligation or indebtedness of U-Protein.

 

1.24.

Insurance. U-Protein is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which U-Protein is engaged. U-Protein does not have any reason to believe that U-Protein will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

 

18


SCHEDULE 3: LIMITATIONS ON LIABILITY

 

1.

Claims and Compensation

 

1.1

In the event of a Breach, the U-Protein Shareholders shall be severally but not jointly be liable to pay to the Purchaser, or to any other person designated by the Purchaser, at the Purchaser’s election an amount equal to the U-Protein Shareholder’s proportion to the Shares as reflected in Recital A of the SEA (i.e. 40/20/20/20) of (i) the amount necessary to place the Company in the position in which it would have been if the relevant Breach had not occurred or (ii) the actual amount of Losses suffered or incurred by the Purchaser in respect of such Breach.

 

1.2

In the event of a Breach, the Purchaser shall within [20] Business Days after discovery of the circumstances relating to such Breach, submit to the U-Protein Shareholders a Claim for compensation of Losses which shall set out: (a) reasonable particulars of the facts relating to such Claim; (b) an estimate of the likely amount of the Claim; and (b) the election of the Purchaser as referred to in clause 1.1 provided, however, that any failure or delay on the part of the Purchaser to notify the U-Protein Shareholders in accordance with this Clause shall not prejudice the Purchaser’s right to make a Claim, provided however that any additional damages that are caused by the Purchaser informing the U-Protein Shareholders after said 20 Business Days, will remain for the expense of Purchaser.

 

2.

Defence against Third Party Claims

Where a Claim of the Purchaser for Losses is based upon or relates to a Third Party Claim, the Purchaser shall notify the U-Protein Shareholders of such Third Party Claim promptly after becoming aware thereof but in any event within 20 Business Days after having received a written notice of such Third Party Claim. Within 10 Business Days after the date of that notification the Parties shall consult each other on the course of action to be taken. The U-Protein Shareholders shall, however, at their sole reasonable discretion, be entitled at their own cost to take, or require the Purchaser to procure that the Company will take, any action necessary to defend or settle the Third Party Claim, whereby it is agreed that any course of action taken, irrespective by which Party, shall be consistent with past practice. The U-Protein Shareholders shall use reasonable endeavours to strike a fair balance between the interests of the U-Protein Shareholders in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Parties shall cooperate with each other in dealing with any Third Party Claim and shall allow each other and their representatives, upon reasonable written notice, access during normal business hours to such books, records and other information, including the right to inspect and take copies, as may be reasonably required. Such books and records will be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by Applicable Law or stock exchange rules.

 

3.

Effect of Tax, provisions and insurance

In determining the amount of any Losses or whether the thresholds referred to in clause 5 have been reached, the following factors shall be taken into account: (a) any actual reduction in Tax

 

19


payable by the Company, to the extent that such refund or reduction is attributable to the facts giving rise to the Claim and (b) any amount actually received by the Company under an insurance policy or from a third party, to the extent that such amount is attributable to the facts giving rise to the Claim.

 

4.

Limitations

 

4.1

Limitations in time

A notice of a Claim can be given by the Purchaser to the U-Protein Shareholders:

 

  (a)

Until expiry of the applicable statute of limitations with respect to the Warranties set out in paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 of Schedule 2;

 

  (b)

until six (6) months after the expiry of the applicable statute of limitations, being the period during which any competent Tax Authority is authorised to impose a Tax Claim on the Company, with respect to the Warranties set out in paragraph 1.21 of Schedule 2;

 

  (c)

within 18 (eighteen) months from the Closing Date in respect of all other Warranties in this Deed.

 

4.2

Maximum liability

The aggregate liability of each of the U-Protein Shareholders in respect of any Claims in respect of the Warranties, shall not exceed 30% (thirty percent) of such U-Protein Shareholders’s proportion of the purchase price that has been paid at the date that any such Claim is finally settled, except for Claims with respect to the Warranties set out in paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 of Schedule 2 for which the liability of the U-Protein Shareholders shall be unlimited and not restricted by the terms of this clause 4.2.

 

5.

Minimum claims

Subject to any other limitations set out in this Deed, the U-Protein Shareholders shall not be liable for a Breach unless: (a) the amount of an individual Claim, or a series of Claims arising from similar or related matters or circumstances, exceeds EUR 10,000; and (b) the aggregate amount of all Claims exceeds EUR 50,000, in which case the U-Protein Shareholders’ liability shall extend to the full amount of all Claims and shall not be limited to the excess only.

 

6.

No double recovery

The Purchaser shall not be entitled to recover from the U-Protein Shareholders more than once in respect of any Damages if such Damages are caused by more than one Breach of the Warranties.

 

7.

No fraud

The limitations of the liability of U-Protein Shareholders pursuant to this Schedule 3 shall not apply in the event of fraud (fraude), wilful misconduct (opzet) or, intentional misrepresentation (bedrog) on the part of U-Protein Shareholders or the Company as a result of which one or more Warranties is inaccurate or misleading.

 

20


8.

No liability for Disclosed Information.

 

8.1

In connection with the due diligence investigation, the U-Protein Shareholders have provided the written information regarding the Shares, the Company and the business of the Company as stored on the DVD an index of which is attached hereto as Schedule 4 and/or the Disclosure Letter (Disclosed Information) to the Purchaser.

 

8.2

The U-Protein Shareholders shall not be liable for a breach of the Warranties if and to the extent the relevant fact, circumstance or matter resulting in such breach has been Fairly Disclosed in the Disclosed Information. Fairly Disclosed means: fairly and unambiguously disclosed in such a manner that a purchaser reviewing the relevant information could have reasonably assessed the financial, legal, commercial or other relevance and consequence thereof, provided however that where reference is made to a document or a particular part of a document, but the document itself is not included in the Disclosed Information, then such reference and document or particular part of a document shall not be deemed to have been Fairly Disclosed. On the basis of the Disclosed Information, the Purchaser is not aware of any Breach.

 

21


SCHEDULE 4: DATA ROOM DVD

 

22


 

32

 

SCHEDULE 7 – TRANSFER DEED

to that Share Exchange Agreement

dated the 10 day of August, 2017

(See Attached)

 

Share Exchange Agreement


RRI/ALDE/IMMAD

9 August 2017

TRANSFER OF EIGHTEEN THOUSAND (18,000) ORDINARY SHARES

IN THE SHARE CAPITAL OF U-PROTEIN EXPRESS B.V.

This day, the      day of August, two thousand and seventeen, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague, the Netherlands:                     , for the purposes hereof acting as a written attorney of:

 

1.

Universiteit Utrecht Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organised under the laws of the Netherlands, having its corporate seat in Utrecht, and with business address: Yalelaan 40, 3584 CM Utrecht, registered in the trade register under number 30147272, hereinafter referred to as “Universiteit Utrecht Holding”;

 

2.

Bionomics B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organised under the laws of the Netherlands, having its corporate seat in Houten, and with business address: Hazenakker 18, 3994 EJ Houten, registered in the trade register under number 30166792, hereinafter referred to as: “Bionomics”;

 

3.

Wieger Hemrika, born in Amsterdam, the Netherlands on the thirteenth day of August nineteen hundred sixty, residing at Kattenburgerhof 52, 1018 KD Amsterdam, not married, holder of a passport of the Netherlands with number NT35FF36B9, hereinafter referred to as: the “Mr. Hemrika”;

 

4.

Roland Antonius Paulus Romijn, born in Tiel, the Netherlands on the twelfth day of February nineteen hundred seventy-one, residing at Mr. Tydemanstraat 23, 4001 CR Tiel, married, holder of a passport of the Netherlands with number NUJ33LHJ7, hereinafter referred to as: the “Mr. Romijn”;

 

5.

lmmunoprecise Antibodies Ltd., a company organised under the laws of the Province of British Columbia, Canada, having its principal office at Unit 3204, 4464 Markham Street, Victoria BC V8Z7X8, registered under the laws of the Province of British Columbia, under number C1088362, hereinafter referred to as: the “Buyer’’; and

 

1


6.

U-Protein Express B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organised under the laws of the Netherlands, having its corporate seat in Utrecht, and with business address: Yalelaan 62, 3584 CM Utrecht, registered in the trade register under number 30230407, hereinafter referred to as: the “Company”.

The appearing person, acting as aforementioned, declared:

WHEREAS:

 

(A)

The total share capital of the Company amounts to eighteen thousand euro (EUR 18,000, consisting of (18,000) ordinary shares, numbered 1 up to and including 18,000, each share having a nominal value of one euro (EUR 1) .

 

(B)

The Sellers hold the Shares as follows:

 

   

Universiteit Utrecht Holding, seven thousand two hundred (7,200) ordinary shares, numbered 1 up to and including 7,200 (the “UU Shares”);

 

   

Bionomics, three thousand six hundred (3,600) ordinary shares, numbered 7,201 up to and including 10,800 (the “Bionomics Shares”);

 

   

Mr. Hemrika, three thousand six hundred (3,600) ordinary shares, numbered 10,801 up to and including 14,400 (the “Hemrika Shares”); and

 

   

Mr. Romijn, three thousand six hundred (3,600) ordinary shares, numbered 14,401 up to and including 18,001 (the “Romijn Shares”),

the UU Shares, Bionomics Shares, Hemrika Shares, and the Romijn Shares, hereinafter referred to as: the “Shares”.

 

(C)

On the      day of August, two thousand and seventeen the parties to this deed entered into a share exchange agreement, this agreement hereinafter referred to as: the “Agreement”.

Pursuant to the Agreement the Sellers are obliged, among other things, to transfer their Shares to the Buyer, which transfer the Sellers and the Buyer wish to effectuate by this deed. A copy of the Agreement is attached to this deed (Annex).

 

(D)

The Sellers and the Buyer now wish to give effect to the above.

IT IS HEREBY AGREED AS FOLLOWS:

Transfer

Article 1

 

1.1

Pursuant to the Agreement, the Sellers hereby transfer the Shares to the Buyer as follows:

 

  (a)

Universiteit Utrecht Holding transfers the UU Shares to the Buyer;

 

  (b)

Bionomics transfers the Bionomics Shares to the Buyer;

 

2


  (c)

Mr. Hemrika transfers the Hemrika Shares to the Buyer; and

 

  (d)

Mr. Romijn transfers the Romijn Shares to the Buyer,

who hereby accepts the Shares from the Sellers, such subject to the provisions laid down in the Agreement and the agreement embodied in this deed.

 

1.2

The Shares are for the account and risk of the Buyer as per the date hereof.

Purchase price

Article 2

 

2.1

The purchase price for the Shares and the method of payment appears from the Agreement and is sufficiently known to the Sellers and the Buyer.

 

2.2

Prior to the execution of this deed, the Buyer has paid part of the purchase price, being an amount of two million seven hundred thirty-four thousand seven hundred thirty-two euro (EUR 2,734,732) (the “Cash Payment”) into the trust account (kwaliteitsrekening) of R.M. Rieter, civil law notary, being NL66ABNA0240486331 in the name of ‘Kwaliteitsrekening Notariaat Bird & Bird’ with ABN AMRO Bank (BIC: ABNANL2A) (the “Notary’s Account”).

 

2.3

The Cash Payment paid to the Notary’s Account is allocated to the Shares as follows:

 

  (a)

the Buyer has paid an amount of nine hundred twelve thousand four hundred eighty-eight euro (EUR 912,488) for the UU Shares (the “UU Consideration”);

 

  (b)

the Buyer has paid an amount of four hundred fifty-six thousand two hundred forty-four euro (EUR 456,244) for the Bionomics Shares (the “Bionomics Consideration”); and

 

  (c)

the Buyer has paid an amount of six hundred eighty-three thousand euro (EUR 683,000) for the Hemrika Shares (the “Hemrika Consideration”);

 

  (d)

the Buyer has paid an amount of six hundred eighty-three thousand (EUR 683,000) for the Romijn Shares (the “Romijn Consideration”).

 

2.4

The Sellers hereby instruct the civil law notary to transfer the Cash Payment to the following bank accounts:

 

  (a)

Universiteit Utrecht Holding hereby instructs the civil law notary to transfer the UU Consideration to bank account number NL34 RABO 0379 8590 09 at Rabobank Bank in Utrecht (BIC: RABONL2U) in the name of Universiteit Utrecht Holding. Universiteit Utrecht Holding hereby grants discharge to the Buyer for its obligation to pay the UU Consideration;

 

  (b)

Bionomics hereby instructs the civil law notary to transfer the Bionomics Consideration to bank account number NL83RABO0379851725 at Rabobank Rijn en Heuvelrug in Houten, The Netherlands (BIC: RABONL2U) in the name of Bionomics. Bionomics hereby grants discharge to the Buyer for its obligation to pay the Bionomics Consideration;

 

3


  (c)

Hemrika hereby instructs the civil law notary to transfer the Hemrika Consideration to bank account number NL67 INGB 0003 6074 08 at ING Bank in Amsterdam in the name of Hemrika. Hemrika hereby grants discharge to the Buyer for its obligation to pay the Hemrika Consideration; and

 

  (d)

Romijn hereby instructs the civil law notary to transfer the Romijn Consideration to bank account number NL 191NGB0005689698 at ING Bank in Tiel, the Netherlands (BIC: INGBNL2A), in the name of Romijn. Romijn hereby grants discharge to the Buyer for its obligation to pay the Romijn Consideration.

Warranties

Article 3

The Sellers warrant (garanderen) to the Buyer that at this time the following is correct:

 

(a)

the Sellers are fully entitled to the Shares;

 

(b)

the Sellers have validly acquired the Shares in the manner stated in article 4 to this deed;

 

(c)

the Sellers’ right on the Shares is unconditional and not subject to a restriction, dissolution or nullification whatsoever;

 

(d)

the Sellers have the legal authority to transfer the Shares;

 

(e)

the Sellers have not been deprived of the authority to alienate the Shares by virtue of section 2:22a, paragraph 1, of the Dutch Civil Code, hereinafter referred to as: “DCC”;

 

(f)

the Shares are fully paid-up;

 

(g)

the Shares are not encumbered with any pledge or usufruct;

 

(h)

no depositary receipts in respect to the Shares have been issued.

Acquisition by Seller

Article 4

The Sellers acquired the Shares upon issue by the notarial deed of incorporation of the Company, executed before a deputy of Kees Hendrikus Josef Flink, at that time civil law notary officiating in Utrecht, on the twenty-fourth day of September, two thousand and seven.

Restrictions on transfer of Shares

Article 5

The restrictions on the transfer of shares, as laid down in article 17 of the articles of association of the Company (the obligation to offer for sale) need not to be complied with in

 

4


connection with the transfer of the Shares, since all shareholders of the Company are party to this deed and hereby waive one another’s rights under the share transfer restriction clause and unanimously grant their consent to the transfer of the Shares to the Buyer.

Prior agreements

Article 6

Unless otherwise provided for in this deed, all that has been agreed between the Sellers and the Buyer relating to the transfer of the Shares prior to the execution of this deed shall remain in full force and effect, provided, however, that a condition subsequent, if any, may no longer be invoked, and a condition precedent, if any, is deemed to have been fulfilled.

Dissolution

Article 7

The Sellers and the Buyer waive the right to dissolve the agreement contained in this deed under the provisions of section 6:265 DCC.

Acknowledgement

Article 8

The Company hereby acknowledges the transfer of the Shares and shall cause the required notes to be entered into its shareholders’ register.

Concentration

Article 9

The present transfer of shares will not effect a concentration for which an official notification is required within the meaning of the Competitive Trading Act (Mededingingswet).

Governing law

Article 10

 

10.1

The agreement contained in this deed is governed by and construed in accordance with Dutch law.

 

10.2

The District Court of The Hague, the Netherlands, shall have exclusive jurisdiction in relation to any matters arising out of, or in connection with, the agreement contained in this deed.

Civil law notary

Article 11

The Sellers declare to have knowledge of the fact that the civil law notary, Renatus Martinus Rieter, is associated with Bird & Bird LLP, the firm that has acted as legal counsel of the Buyer with regard to this transaction.

With reference to the Regulation on Professional Rules of Conduct ( Verordening beroeps- en gedragsregels) established by the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariele Beroepsorganisatie) the Sellers hereby explicitly

 

5


declare to consent to the fact that the Buyer is assisted and represented by Bird & Bird LLP in relation to the agreement embodied in this deed and any agreements that may be concluded and any disputes that may arise in connection therewith.

Interpretation

Article 12

 

12.1

In this deed Dutch legal concepts are expressed in English terms, with the original Dutch term occasionally in brackets. Although an attempt has been made to translate them as literally as possible, the Dutch concepts concerned may not be exactly identical to the concepts described by the English terms. In case of a dispute on the interpretation of these concepts, the Dutch interpretation shall prevail.

 

12.2

Headings are inserted for convenience only and shall not affect the interpretation of this deed.

POWERS OF ATTORNEY/ATTACHMENTS

 

1.

The powers of attorney to the appearing person are evidenced by written documents, which are attached to this deed.

 

2.

Furthermore to this deed is attached a copies of the Agreement.

CLOSE

The appearing person is known to me, civil law notary.

THIS DEED, drawn up to be kept in the civil law notary’s custody, was executed in The Hague, the Netherlands, on the date mentioned in its heading.

Prior to the execution of this deed, I, civil law notary, informed the appearing person of the substance of the deed and gave the appearing person an explanation thereon, and furthermore pointed out the consequences which will result for the parties, or one or more of them, from the contents of this deed.

The appearing person then declared to have taken notice of the contents of this deed after timely being given the opportunity thereto and not to require this deed to be read out in full.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary.

 

6


 

33

 

SCHEDULE 8 – MANAGEMENT AGREEMENTS

to that Share Exchange Agreement

dated the 10 day of August, 2017

(See Attached)

 

Share Exchange Agreement


EMPLOYMENTAGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated this      day of August 2017 (the “Effective Date”) is:

 

BETWEEN:      
      U-PROTEIN EXPRESS BV. having its business address at Life Sciences Incubator, Utrecht, Science Park, Yalelaan, 62, 3584, CM, Utrecht, The Netherlands
      (“Company”)          
AND:      
      IMMUNOPRECISE ANTIBODIES LTD. having its business address at U.Vic Vancouver Island Technology Park, #3204-4464 Markham Street, Victoria, BC, Canada, V8Z 7X8
      (“IPA”)          
AND:       WIEGER HEMRIKA, having an address at Kattenburgerhof 52, 1018 KD Amsterdam, The Netherlands
      (“Wieger”)          

(Hereinafter collectively referred to as the “Parties”)

WHEREAS

 

A.

Company shareholders have entered into a definitive agreement in which each of shareholders of Company has exchanged their shares for IP A shares.

 

B.

Company and IP A wishes Wieger to continue to on a full-time basis with the Company as Chief Scientist and Wieger accepts this continuing appointment in accordance with the terms and conditions of this Employment Agreement.

NOW THEREFORE with the consideration and mutual covenants contained herein, the parties agree that the following terms and conditions shall apply to the relationship:

 

1


ROLES AND RESPONSIBILITIES

 

1.

As of the Effective Date, Company, IPA and Wieger agree that Wieger shall continue to as Chief Scientist of the Company, on a full-time employment basis, based on a forty-hour work week, as further described in Schedule A for the term of the Agreement.

 

2.

Wieger shall report to President and CEO of the Company in the performance of his full-time roles and responsibilities as Chief Scientist.

 

3.

Wieger shall adhere to all corporate policies and procedures as amended from time to time in the performance of his roles and responsibilities for the term of the Agreement including the protection of confidential information of Company and will execute any and all instruments to protect such confidential information.

 

4.

Wieger agrees:

 

  (a)

not to engage in any other projects or business activities that would conflict or compete with Company’s business;

 

  (b)

to disclose in writing to Company any conflict of interest circumstances and any non-arms length transactions and or projects to Company during the term of the Agreement;

 

  (c)

not engage to in any other projects or work without prior disclosure, consultation and written approval of the Company; and

 

  (d)

to disclose in writing to the Company all current business and consulting services and activities that he is currently engaged in.

COMPENSATION AND EQUITY

 

5.

Company will continue to pay Wieger a monthly base salary of Euro 6669,75 gross, including the statutory holiday allowance, each month for the term of the Agreement commencing on the Effective Date. The monthly base salary will be reviewed annually by the Board and may be increased at the sole discretion of the Board of Directors of IPA.

 

6.

Company will also pay Wieger a portion of the profits achieved by the Company as further described in Schedule B attached hereto and as determined by the Company and thereafter Wieger will be entitled to receive annual bonuses upon achievement of performance targets based on key profitability metrics as set by the Board of Directors of IPA and at the sole discretion of the Board of Directors of IPA.

 

7.

Upon completion of the transaction with IPA in accordance with the Definitive Agreement, IPA will issue Wieger initial options (“Options”) in accordance with formulae agreed with the Board of Directors of IPA. These Options will be issued in accordance with IPA Stock Option Plan at exercise price set upon the completion of the transaction with IPA. Wieger will be entitled to exercise these Options as per the vesting terms set by the Board of Directors of IPA pursuant to IPA’s Stock Option Plan. Thereafter, Wieger will be entitled to the grant of additional options pursuant to the IPA’s Stock Option Plan at the sole discretion of the Board of Directors.

 

2


8.

Company will pay Wieger Euro 200 gross for travel costs and any other pre-approved out-of-pocket expenses in accordance with corporate policies and Wieger shall provide a monthly summary of expenses with receipts to Company of any other pre-approved expenses other than travel costs.

 

9.

Wieger will participate in any Company and IPA benefits plans implemented from time to time where applicable.

 

10.

Wieger will be entitled to 30 days of vacation scheduled in consultation with the Chief Executive Officer of Company, eight percent (8%) vacation compensation payable in May annually, and 3% percent compensation payable in December annually to any other Dutch employment statutory rights and or benefits.

 

11.

The Company is not bound by any collective bargaining agreement and no collective bargaining agreement applies to the subject employment.

INTELLECTUAL PROPERTY, NON-COMPETITION AND CONFIDENTIALITY

 

12.

Wieger agrees that all right, title, and interest in and to intellectual property, including but not limited to all technical reports, business processes, procedures, techniques, routines, designs, drawings, and financial, commercial or technical information in any form, written materials, data bases, plans, diagrams, drawings, models, and other things which Wieger may conceive, develop or contribute to or reduce to practice arising from the performance of the roles and responsibilities as Chief Scientist which: (a) relates directly to Company’s present business or development; or (b) is created or made using any equipment, supplies, facilities, resources, or confidential information of Company, whether or not made during or after office hours, or on, or off Company’s premises, or alone or with others is hereinafter referred to as the “Developments”. These Developments shall be the sole property of Company, its assigns, and Company and its assigns shall be the sole owner of all intellectual property rights, including but not limited to copyrights, trade marks (word marks, design marks, certification or service marks), trade secrets, and other rights in connection therewith the Developments. Wieger agrees to assign, grant and convey to Company rights he may have or acquire in the intellectual property and intellectual property rights of the Developments and will execute any and all assignments to give effect to this transfer of rights to Company. Wieger irrevocably and unconditionally waives any moral rights he may have now or in the future in any Developments in favour of Company. Wieger further agrees, as to all such intellectual property and intellectual property rights, to assist Company in every proper way (at Company’s expense) to obtain and from time to time enforce copyrights, trade marks, trade secrets, or other protection, on said intellectual property, and to that end he will execute all documents for use in applying for and obtaining such protection and enforcing same, as Company may desire, together with any assignments thereof to Company or persons designated by it.

 

13.

Wieger agrees during the term of this Agreement not to engage in any other business activity that would directly or indirectly compete with the business of Company during the term of this Agreement and for a period of two (2) years following termination of this Agreement.

 

3


14.

Wieger agrees not to solicit directly or indirectly through a partnership or any business structures with any customer/client of Company for any other business or business activity or to solicit or induce any employee of Company to join any other business or business activity for a period of two (2) years following termination of this Agreement.

 

15.

Wieger agrees to be bound by the confidentiality policies and procedures of Company to protect and not to disclose without prior written consent of Company any confidential information of Company including but not limited to customer/client information, all Company data, Company information including the terms of this Agreement and that Wieger will execute any and all instruments to protect such confidential information of Company.

TERMINATION

 

16.

Subject to any Dutch statutory laws and prior permission of Employment Tribunal (UWV), Company may terminate the Agreement for any reason with one hundred and twenty (120) days written notice (“Notice”) as per any day of a calendar month, for any reason or in lieu of such written notice the payment of the equivalent of salary and benefits for such Notice.

 

17.

Company may terminate the Agreement immediately for just cause. Just cause for the purposes of this Agreement means the basis under Dutch law in which an employee may be terminated immediately without notice including but not limited to inappropriate, fraudulent and illicit actions.

 

18.

Wieger may terminate this Agreement with sixty (60) days written notice to Company and Board of Directors of IP A as per any day of a calendar month.

 

19.

In the event of termination for any reason, Wieger agrees to return all Company and project materials, documents and documentation including electronic documents (“Materials”) in useable form relating to Company’s business, work or investigations prepared, used or possessed by his under his control arising from the performance of Services which will be and remain the sole and exclusive property of Company. All such Materials, including Company books and records are to be delivered to Company’s address first referenced above or such address as provided by Company from time to time.

 

20.

In the event of termination, Wieger agrees to cooperate with Company to transition any such current, pending or potential transactions and projects and provide all necessary information and or documentation.

 

21.

In the event of termination, Wieger agrees not to make disparaging and damaging comments or statements in writing or verbally concerning Company in public or to any vendors or suppliers or take any actions that are intended to damage the reputation and goodwill of Company.

 

4


GENERAL TERMS

 

22.

This Agreement and the schedules attached hereto contain all the terms and conditions relating to the employment of Wieger by Company and supersede all previous agreements relating thereto.

 

23.

Any further amendment, modification or variation hereof shall be valid only if it is in writing signed by all the parties hereto.

 

24.

Formal notices required or permitted by this Agreement shall be in writing and shall be delivered by email, hand, by facsimile, or by registered mail to the addresses provided hereinunder or as provided by the parties from time to time.

 

25.

This Agreement and all matters arising hereunder shall be interpreted and construed in accordance with the laws of the Netherlands.

 

26.

This Agreement and the rights and obligations herein shall not be assigned by Wieger to any other party without the express written consent of Company and any attempted assignment shall be considered to be void and of no force and effect.

 

27.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective permitted assigns.

 

28.

The obligations hereinunder respecting the payments, ownership and use of intellectual property and confidentiality survive the termination of this Agreement.

 

29.

A waiver of a provision of this Agreement shall not constitute a subsequent waiver of the provision nor any other provision of this Agreement.

 

30.

In the event that a provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

 

5


31.

This Agreement may be executed in counterparts by the parties, each of which shall constitute an original instrument for the purposes of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Employment Agreement the day and year first before written above.

ACCEPTED AND AGREED TO BY:

U-PROTEIN EXPRESS B.V.

Name:

Title:

 

                                                                                      

AUTHORIZED SIGNATORY

ACCEPTED AND AGREED TO BY:

ACCEPTED AND AGREED TO BY:

IMMUNOPRECISE ANTIBODIES LTD.

Name:

Title:

 

                                                                                      

AUTHORIZED SIGNATORY

 

In the presence of:   )     
  )     
  )     

 

  )     
Witness   )     
  )  

 

  

 

  )   WIEGER HEMRIKA                               
Address   )     
  )     

 

  )     
Occupation   )     

 

6


SCHEDULE A – CHIEF SCIENTIST

[to be attached]

 

7


SCHEDULE B – PROFIT SHARING

In accordance with the terms of the Letter of Intent executed by the parties on June 30, 2017, Wieger is entitled to share in the net profits earned by U-Protein as a shareholder over the next three years as follows:

 

(a)

50% of the net profits, less subsidies, grants or other government funding for the first year;

 

(b)

33% of the net profits, less subsidies, grants or other government funding for the second year;

 

(c)

20% of the net profits, less subsidies, grants or other government funding for third year.

 

8


MANAGEMENT AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) dated this      day of August 2017 (the “Effective Date”) is:

 

BETWEEN:  
  U-PROTEIN EXPRESS BV. having its business address at Life Sciences Incubator, Utrecht, Science Park, Yalelaan, 62, 3584, CM, Utrecht, The Netherlands
 

(“Company”)          

AND:  
  IMMUNOPRESICE ANTIBODIES LTD. having its business address at U.Vic Vancouver Island Technology Park, #3204-4464 Markham Street, Victoria, BC, Canada, V8Z 7X8
 

(“IPA”)          

AND:   PODICEPS B.V, having a business address at Hazenakker 18, 3994 EJ Houten, The Netherlands
 

(“Podiceps”)          

AND:   MARTIN HESSING, having a residential address at Hazenakker 18, 3994 EJ Houten, The Netherlands
 

(“Martin”)          

(Hereinafter collectively referred to as the “Parties”)

WHEREAS

 

A.

Company shareholders have entered into a definitive agreement in which each of shareholders of Company has exchanged their shares for IPA shares.

 

B.

Company and IPA wishes Podiceps to continue to provide management services to Company and to designate Martin Hessing as the President and Chief Executive Officer of the Company and Podiceps accepts this continuing appointment in accordance with the terms and conditions of this Management Agreement (the “Agreement”).

 

1


NOW THEREFORE with the consideration and mutual covenants contained herein, the parties agree that the following terms and conditions shall apply to the relationship:

ROLES AND RESPONSIBILITIES

 

1.

As of the Effective Date, Company, IPA and Podiceps agree that Podiceps shall continue to act as board member of the Company, to provide management services and to designate Martin to continue as President and Chief Executive Officer for no less than a two-year period to perform the roles and responsibilities of President and Chief Executive Officer for Company, 3 days per week, as further described in Schedule A for the term of the Agreement.

 

2.

Podiceps shall report to the Board of Directors of IP A. in the performance of its roles and responsibilities as board member and President and Chief Executive Officer of the Company and the performance of these roles and responsibilities will be reviewed with the Board of Directors of IPA regularly.

 

3.

Podiceps shall adhere to all corporate policies and procedures as amended from time to time in the performance of his roles and responsibilities for the term of the Agreement including the protection of confidential information of Company and will execute any and all instruments to protect such confidential information.

 

4.

Podiceps agrees:

 

  (a)

not to engage in any other projects or business activities that would conflict or compete with Company’s business;

 

  (b)

to disclose in writing to Board of Directors of IP A any conflict of interest circumstances and any non-arms length transactions and or projects to Company during the term .of the Agreement;

 

  (c)

not engage to in any other projects or work without prior disclosure, consultation and written approval of the Board of Directors of IP A; and

 

  (d)

to disclose in writing to Board of Directors of IP A all current business and consulting services and activities that he is currently engaged in.

 

  (e)

Company, IPA and Board of Directors of IPA are aware and allow Martin to continue his management activities (Dutch; bestuurder) for U-PACT BV (www.u-pact.com) and SERPINx BV (www.serpinx.com) as long as its non-competing with Company or IPA’s business and creates no conflict of interest. When such a situation might occur, Martin will disclose and consult with the Board of Directors of IPA on the situation and parties will negotiate a solution in good faith. Prior to the closing or as soon as reasonably can be expected parties agree that the mouse antibody and hybridoma business of Podiceps and the license agreements with the Utrecht University and University Medical Center Utrecht as well as the existing distributor arrangements of Podiceps BV will be acquired by IP A as asset arrangement or alternatively be divested by Podiceps or sold to third parties. Further Martin hereby discloses that he and/or his holding company Bionomics BV is shareholder of AM-Pharma BV (www.AM-Pharma.com), BiOrion BV (www.biorion.com), Microdish BV, (www.microdish.nl) and Hoekmine BV (www.hoekmine.com), but has no active roles here.

 

2


COMPENSATION AND EQUITY

 

5.

Company will continue to pay Podiceps a monthly fee of Euro 10.000 (ex VAT), each month for the term of the Agreement commencing on the Effective Date. The monthly fee will be reviewed annually by the Board and may be increased at the sole discretion of the Board of Directors of IPA. Podiceps is responsible for any and all applicable taxes arising from the payment of monthly fee or for any liabilities arising from any and all decisions from any Dutch taxing authorities including the Payroll Authority regarding the payment of the monthly fee.

 

6.

Company will also pay Podiceps a portion of the profits achieved by the Company as further described in Schedule A attached hereto and thereafter Podiceps will be entitled to receive annual bonuses upon achievement of performance targets based on key profitability metrics as set by the Board of Directors of IP A and at the sole discretion of the Board of Directors of IP A.

 

7.

Upon completion of the transaction with IPA in accordance with the Definitive Agreement, IP A will issue Podiceps initial options (“Options”) in accordance with formulae agreed with the Board of Directors of IP A. These Options will be issued in accordance with IP A Stock Option Plan at exercise price set upon the completion of the transaction with IP A. Podiceps will be entitled to exercise these Options as per the vesting terms set by the Board of Directors of IPA pursuant to IPA’s Stock Option Plan. Thereafter, Podiceps will be entitled to the grant of additional options pursuant to the IPA’s Stock Option Plan at the sole discretion of the Board of Directors.

 

8.

Company will pay Podiceps Euro 90,10 (ex VAT) for telephone and travel costs and any other pre-approved out-of-pocket expenses in accordance with corporate policies and Podiceps shall provide a monthly summary of expenses with receipts to Company of any other pre-approved expenses other than telephone and travel costs.

INTELLECTUAL PROPERTY, NON-COMPETITION AND CONFIDENTIALITY

 

9.

Podiceps and Martin agree that all right, title, and interest in and to intellectual property, including but not limited to all technical reports, business processes, procedures, techniques, routines, designs, drawings, and financial, commercial or technical information in any form, written materials, data bases, plans, diagrams, drawings, models, and other things which Martin may conceive, develop or contribute to or reduce to practice arising from the performance of the roles and responsibilities as President and Chief Executive Officer which: (a) relates directly to Company’s present business or development; or (b) is created or made using any equipment, supplies, facilities, resources, or confidential information of Company, whether or not made during or after office hours, or on, or off Company’s premises, or alone or with others is hereinafter referred to as the “Developments”. These Developments shall be the sole property of Company, its assigns,

 

3


  and Company and its assigns shall be the sole owner of all intellectual prope1iy rights, including but not limited to copyrights, trade marks (word marks, design marks, certification or service marks), trade secrets, and other rights in connection therewith the Developments. Martin agrees to assign, grant and convey to Company rights he may have or acquire in the intellectual property and intellectual property rights of the Developments and will execute any and all assignments to give effect to this transfer of rights to Company. Martin irrevocably and unconditionally waives any moral rights he may have now or in the future in any Developments in favour of Company. Martin further agrees, as to all such intellectual property and intellectual property rights, to assist Company in every proper way (at Company’s expense) to obtain and from time to time enforce copyrights, trade marks, trade secrets, or other protection, on said intellectual property, and to that end he will execute all documents for use in applying for and obtaining such protection and enforcing same, as Company may desire, together with any assignments thereof to Company or persons designated by it. Parties realize that the IPR that are property of U-PACT BV and SERPINx BV are not included here and do not form part of the IPR and business of either the company or IP A.

 

10.

Martin agrees during the term of this Agreement not to engage in any other business activity that would directly or indirectly compete with the business of Company during the term of this Agreement and for a period of two (2) years following termination of this Agreement.

 

11.

Martin agrees not to solicit directly or indirectly through a partnership or any business structures with any customer/client of Company for any other business or business activity or to solicit or induce any employee of Company to join any other business or business activity for a period of two (2) years following termination of this Agreement.

 

12.

Martin agrees to be bound by the confidentiality policies and procedures of Company to protect and not to disclose without prior written consent of Company any confidential information of Company including but not limited to customer/client information, all Company data, Company information including the terms of this Agreement and that Martin will execute any and all instruments to protect such confidential information of Company.

 

TERMINATION

 

13.

Subject to any Dutch statutory laws and or requirements, with one hundred and twenty days (120) written notice to Podiceps (or Martin) for any reason as determined by the Board of Directors of IPA, without Podiceps (or Martin) being entitled to any damages in respect.

 

14.

Podiceps may terminate the Agreement with one hundred and twenty days (120) written notice to the Company and IP A Board of Directors following the expiry of the two-year period as set out in Section 1 above.

 

15.

This Agreement will terminate immediately in the event of insufficient funding, cessation of business, bankruptcy or insolvency of Company, without Podiceps (or Martin) being entitled to any damages in that respect.

 

16.

In the event of termination for any reason, Podiceps and Martin agrees to return all Company and project materials, documents and documentation including electronic documents (“Materials”) in useable form relating to Company’s business, work or

 

4


  investigations prepared, used or possessed by either of them or being under their control arising from the performance of Services which will be and remain the sole and exclusive property of Company. All such Materials, including Company books and records are to be delivered to Company’s address first referenced above or such address as provided by Company from time to time.

 

17.

In the event of termination, Podiceps and Martin agrees to cooperate with Company to transition any such current, pending or potential transactions and projects and provide all necessary information and or documentation.

 

18.

In the event of termination, Podiceps and Martin agrees not to make disparaging and damaging comments or statements in writing or verbally concerning Company in public or to any vendors or suppliers or take any actions that are intended to damage the reputation and goodwill of Company.

GENERAL TERMS

 

19.

This Agreement and the schedules attached hereto contain all the terms and conditions relating to the Services to be performed by Podiceps for the benefit of the Company and replace all previous agreements relating thereto.

 

20.

Any further amendment, modification or variation hereof shall be valid only if it is in writing signed by all the parties hereto.

 

21.

Formal notices required or permitted by this Agreement shall be in writing and shall be delivered by email, hand, by facsimile, or by registered mail to the addresses provided hereinunder or as provided by the parties from time to time.

 

22.

This Agreement and all matters arising hereunder shall be interpreted and construed in accordance with the laws of the Netherlands. The parties will take all steps to resolve all disputes privately amongst themselves. In the event that such efforts are unsuccessful, such dispute including one regarding the existence, validity or termination of this Agreement or the consequences of its nullity and any non-contractual or other dispute (a Dispute) shall be referred to and finally resolved by arbitration in the Netherlands in accordance with the arbitration rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) taking into account the following (the Rules), taking into account the following:

 

  1.1.1

the arbitral tribunal shall consist of three arbitrators of which at least one (1) shall be a lawyer with a Netherlands law degree or admitted to practise Netherlands law, each of them appointed in accordance with the Rules.

 

  1.1.2

the arbitral tribunal shall decide in accordance with the rules of law (naar de regelen des rechts).

 

  1.1.3

the seat of the arbitration shall be Amsterdam, the Netherlands and the language of the arbitration shall be English.

 

  1.1.4

the Parties waive any right to refer points of law to appeal to the courts, to the extent that such waiver can validly be made.

 

  1.1.5

the Parties agree that the arbitral tribunal shall have the power to order on a provisional basis any relief which it would have power to grant in a final award.

 

5


23.

This Agreement and the rights and obligations herein shall not be assigned by Podiceps to any other party without the express written consent of Company and any attempted assignment shall be considered to be void and of no force and effect.

 

24.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective permitted assigns.

 

25.

The obligations hereinunder respecting the payments, ownership and use of intellectual property and confidentiality survive the termination of this Agreement.

 

26.

A waiver of a provision of this Agreement shall not constitute a subsequent waiver of the provision nor any other provision of this Agreement.

 

27.

In the event that a provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.29. This Agreement may be executed in counterparts by the parties, each of which shall constitute an original instrument for the purposes of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Management Agreement the day and year first before written above.

ACCEPTED AND AGREED TO BY:

U-PROTEIN EXPRESS B.V.

Name:

Title:

 

                                                                                  

AUTHORIZED SIGNATORY

ACCEPTED AND AGREED TO BY:

PODICEPS B.V.

Name:

Title:

 

                                                                                  

AUTHORIZED SIGNATORY

 

6


ACCEPTED AND AGREED TO BY:

IMMUNOPRESICE ANTIBODIES LTD.

Name:

Title:

 

                                                                                  

AUTHORIZED SIGNATORY

 

In the presence of:       )      
      )      
      )      
                                                                    )      
Witness       )      
      )   

 

  
                                                                    )    MARTIN HESSING   
Address       )      
      )      
                                                                    )      
Occupation       )      

 

7


SCHEDULE A – CEO ROLES AND RESPONSIBILITIES

In consultation with Board of Directors of IP A and its senior management team, CEO will be responsible for the overall leadership and management of the Company and for the conduct of its business ..

The roles and responsibilities of CEO and/or the CEO’s delegates shall include but not be limited to the following items:

Vision & Entrepreneurship

 

   

CEO shall lead strategic thinking on short and long-term direction for the Company.

 

   

CEO will create and communicate a vision for the development of the business.

 

   

Develop, implement and assess effectiveness of the corporate strategy and business plans.

 

   

Acquire and use knowledge of the marketplace to anticipate changes in the market to make strategic changes for the Company.

Business Development

 

   

CEO shall represent the Company in developing relationships with stakeholders including shareholders, licensees, suppliers, partners, employees, governments, industry community and others.

 

   

Expand and invest in the Company’s R&D program for its technology.

 

   

Lead corporate development activities.

 

   

Develop a strategic map of the European industry, determine Company’s current and desired position and develop and implement a plan to achieve the desired position

 

   

Understand barriers to expansion and the strategies to overcome them

General Management

 

   

Provide executive leadership to the Company and deliver the results targeted in the corporate strategy and business plans.

 

   

Establish and maintain internal processes, procedures, and culture, and set a high standard of integrity throughout the Company.

 

   

Ensure the planning and management of the operating budget is within the means of the Company.

 

   

Assess the talent of potential personnel and identify the right people to become the senior management team at the Company.

 

   

Implement strategies and structures to recruit and retain highly productive employees

 

   

Coach, mentor and encourage team development.

 

   

ensure effective communications between Management and the BOD

 

8


Corporate Governance & Compliance

 

   

Ensure that financial statements are accurate, up to date and submitted to the BOD on a timely basis.

 

   

Approval of all expenditures and all contractual agreements and business arrangements.

Corporate Development & Finance

 

   

Define a clear vision and strategy for building corporate value.

 

   

Implement a 2017 Budget and thereafter prepare an annual budget (“Budget”) and review Budget regularly with BOD.

 

   

Identify, prioritize and promote key value drivers for the Company, including the assessment of new market opportunities.

 

   

Build financial models with internal and external resources to align the financial strategy with the corporate vision.

 

   

Position the Company strategically and structurally to achieve maximum valuation and be attractive to institutional investors and the broader investment community.

 

   

Ensure that transparent financial reporting structures are developed and implemented.

 

   

Build an external-facing communications strategy to articulate the right message to the right stakeholders that will result in awareness of Company’s technology, market opportunities, corporate recognition and enhanced valuation.

Marketing & Investor Communication

 

   

Assume management responsibility for all aspects of marketing strategy, marketing communications, marketing and promotions for Company

 

   

Attend various industry and financial conferences to actively promote the Company to potential and existing investors.

 

9


SCHEDULE B – PROFIT SHARING

In accordance with the terms of the Letter of lntent executed by the parties on June 30, 2017, Podiceps B.V. is entitled to share in the net profits earned by U-Protein as a shareholder over the next three years as follows:

 

(a)

50% of the net profits, less subsidies, grants or other government funding for the first year;

 

(b)

33% of the net profits, less subsidies, grants or other government funding for the second year;

 

(c)

20% of the net profits, less subsidies, grants or other government funding for third year.

 

10


EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated this     day of August 2017 (the “Effective Date”) is:

 

BETWEEN:      
      U-PROTEIN EXPRESS BV. having its business address at Life Sciences Incubator, Utrecht, Science Park, Yalelaan, 62, 3584, CM, Utrecht, The Netherlands
      (“Company”)          
AND:      
      IMMUNOPRECISE ANTIBODIES LTD. having its business address at U.Vic Vancouver Island Technology Park, #3204-4464 Markham Street, Victoria, BC, Canada, V8Z 7X8
      (“IPA”)          
AND:       ROLAND ROMIJN, having an address at Mr. Tydemanstraat 23, 4001 CR Tiel, The Netherlands
      (“Roland”)          

(Hereinafter collectively referred to as the “Parties”)

WHEREAS

 

A.

Company shareholders have entered into a definitive agreement in which each of shareholders of Company has exchanged their shares for IPA shares.

 

B.

Company and IPA wishes Roland to continue on a full-time basis with the Company as Chief Scientist and Roland accepts this continuing appointment in accordance with the terms and conditions of this Employment Agreement.

 

1


NOW THEREFORE with the consideration and mutual covenants contained herein, the parties agree that the following terms and conditions shall apply to the relationship:

ROLES AND RESPONSIBILITIES

 

1.

As of the Effective Date, Company, IPA and Roland agree that Roland shall continue to as Chief Scientist of the Company, on a full-time employment basis, based on a forty-hour work week, as further described in Schedule A for the term of the Agreement.

 

2.

Roland shall report to President and CEO of the Company. in the performance of his full-time roles and responsibilities as Chief Scientist.

 

3.

Roland shall adhere to all corporate policies and procedures as amended from time to time in the performance of his roles and responsibilities for the term of the Agreement including the protection of confidential information of Company and will execute any and all instruments to protect such confidential information.

 

4.

Roland agrees:

 

  (a)

not to engage in any other projects or business activities that would conflict or compete with Company’s business; ·

 

  (b)

to disclose in writing to Company any conflict of interest circumstances and any non-arms length transactions and or projects to Company during the term of the Agreement;

 

  (c)

not engage to in any other projects or work without prior disclosure, consultation and written approval of the Company; and

 

  (d)

to disclose in writing to the Company all current business and consulting services and activities that he is currently engaged in.

COMPENSATION AND EQUITY

 

5.

Company will continue to pay Roland a monthly base salary of Euro 6669,75 gross including the statutory holiday allowance, each month for the term of the Agreement commencing on the Effective Date. The monthly base salary will be reviewed annually by the Board and may be increased at the sole discretion of the Board of Directors of IP A.

 

6.

Company will also pay Roland a portion of the profits achieved by the Company as further described in Schedule B attached hereto and as determined by the Company and thereafter Roland will be entitled to receive annual bonuses upon achievement of performance targets based on key profitability metrics as set by the Board of Directors of IPA and at the sole discretion of the Board of Directors of IPA.

 

7.

Upon completion of the transaction with IPA in accordance with the Definitive Agreement, IP A will issue Roland initial options (“Options”) in accordance with formulae agreed with the Board of Directors of IP A. These Options will be issued in accordance with IP A Stock Option Plan at exercise price set upon the completion of the transaction with IPA. Roland will be entitled to exercise these Options as per the vesting terms set by the Board of Directors of IP A pursuant to IP A’s Stock Option Plan. Thereafter, Roland will be entitled to the grant of additional options pursuant to the IPA’s Stock Option Plan at the sole discretion of the Board of Directors.

 

2


8.

Company will pay Roland Euro 189 gross for travel costs and any other pre-approved out-of-pocket expenses in accordance with corporate policies and Roland shall provide a monthly summary of expenses with receipts to Company of any other pre-approved expenses other than travel costs.

 

9.

Roland will participate in any Company and IPA benefits plans implemented from time to time where applicable.

 

10.

Roland will be entitled to thirty (30) days of vacation scheduled in consultation with the Chief Executive Officer of Company, eight percent (8%) vacation compensation payable in May annually and three percent (3%) compensation payable in December annually, and to any other Dutch employment statutory rights and or benefits.

 

11.

The Company is not bound by any collective bargaining agreement and no collective bargaining agreement applies to the subject employment.

INTELLECTUAL PROPERTY, NON-COMPETITION AND CONFIDENTIALITY

 

12.

Roland agrees that all right, title, and interest in and to intellectual property, including but not limited to all technical reports, business processes, procedures, techniques, routines, designs, drawings, and financial, commercial or technical information in any form, written materials, data bases, plans, diagrams, drawings, models, and other things which Roland may conceive, develop or contribute to or reduce to practice arising from the performance of the roles and responsibilities as Chief Scientist which: (a) relates directly to Company’s present business or development; or (b) is created or made using any equipment, supplies, facilities, resources, or confidential information of Company, whether or not made during or after office hours, or on, or off Company’s premises, or alone or with others is hereinafter referred to as the “Developments”. These Developments shall be the sole property of Company, its assigns, and Company and its assigns shall be the sole owner of all intellectual property rights, including but not limited to copyrights, trade marks (word marks, design marks, certification or service marks), trade secrets, and other rights in connection therewith the Developments. Roland agrees to assign, grant and convey to Company rights he may have or acquire in the intellectual property and intellectual property rights of the Developments and will execute any and all assignments to give effect to this transfer of rights to Company. Roland irrevocably and unconditionally waives any moral rights he may have now or in the future in any Developments in favour of Company. Roland further agrees, as to all such intellectual property and intellectual property rights, to assist Company in every proper way (at Company’s expense) to obtain and from time to time enforce copyrights, trade marks, trade secrets, or other protection, on said intellectual property, and to that end he will execute all documents for use in applying for and obtaining such protection and enforcing same, as Company may desire, together with any assignments thereof to Company or persons designated by it.

 

13.

Roland agrees during the term of this Agreement not to engage in any other business activity that would directly or indirectly compete with the business of Company during the term of this Agreement and for a period of two (2) years following termination of this Agreement.

 

3


14.

Roland agrees not to solicit directly or indirectly through a partnership or any business structures with any customer/client of Company for any other business or business activity or to solicit or induce any employee of Company to join any other business or business activity for a period of two (2) years following termination of this Agreement.

 

15.

Roland agrees to be bound by the confidentiality policies and procedures of Company to protect and not to disclose without prior written consent of Company any confidential information of Company including but not limited to customer/client information, all Company data, Company information including the terms of this Agreement and that Roland will execute any and all instruments to protect such confidential information of Company.

TERMINATION

 

16.

Subject to any Dutch statutory laws and prior permission of Employment Tribunal (UWV), Company may terminate the Agreement for any reason with one hundred and twenty (120) days written notice (“Notice”) as per any day of a calendar month, for any reason or in lieu of such written notice the payment of the equivalent of salary and benefits for such Notice.

 

17.

Company may terminate the Agreement immediately for just cause. Just cause for the purposes of this Agreement means the basis under Dutch law in which an employee may be terminated immediately without notice including but not limited to inappropriate, fraudulent and illicit actions.

 

18.

Roland may terminate this Agreement with sixty (60) days written notice to Company and Board of Directors of IP A as per any day of a calendar month.

 

19.

In the event of termination for any reason, Roland agrees to return all Company and project materials, documents and documentation including electronic documents (“Materials”) in useable form relating to Company’s business, work or investigations prepared, used or possessed by his under his control arising from the performance of Services which will be and remain the sole and exclusive property of Company. All such Materials, including Company books and records are to be delivered to Company’s address first referenced above or such address as provided by Company from time to time.

 

20.

In the event of termination, Roland agrees to cooperate with Company to transition any such current, pending or potential transactions and projects and provide all necessary information and or documentation.

 

21.

In the event of termination, Roland agrees not to make disparaging and damaging comments or statements in writing or verbally concerning Company in public or to any vendors or suppliers or take any actions that are intended to damage the reputation and goodwill of Company.

 

4


GENERAL TERMS

 

22.

This Agreement and the schedules attached hereto contain all the terms and conditions relating to the employment of Roland by the Company and replace all previous agreements relating thereto.

 

23.

Any further amendment, modification or variation hereof shall be valid only if it is in writing signed by all the parties hereto.

 

24.

Formal notices required or permitted by this Agreement shall be in writing and shall be delivered by email, hand, by facsimile, or by registered mail to the addresses provided hereinunder or as provided by the parties from time to time.

 

25.

This Agreement and all matters arising hereunder shall be interpreted and construed in accordance with the laws of the Netherlands.

 

26.

This Agreement and the rights and obligations herein shall not be assigned by Roland to any other party without the express written consent of Company and any attempted assignment shall be considered to be void and of no force and effect.

 

27.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective permitted assigns.

 

28.

The obligations hereinunder respecting the payments, ownership and use of intellectual property and confidentiality survive the termination of this Agreement.

 

29.

A waiver of a provision of this Agreement shall not constitute a subsequent waiver of the provision nor any other provision of this Agreement.

 

30.

In the event that a provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

 

5


31.

This Agreement may be executed in counterparts by the parties, each of which shall constitute an original instrument for the purposes of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Employment Agreement the day and year first before written above.

ACCEPTED AND AGREED TO BY:

U-PROTEIN EXPRESS B.V.

Name:

Title:

 

                                                                                  

AUTHORIZED SIGNATORY

ACCEPTED AND AGREED TO BY:

ACCEPTED AND AGREED TO BY:

IMMUNOPRECISE ANTIBODIES LTD.

Name:

Title:

 

                                                                                  

AUTHORIZED SIGNATORY

 

In the presence of:       )      
      )      
      )      
                                                                    )      
Witness       )      
      )   

 

  
                                                                    )    ROLAND ROMIJN   
Address       )      
      )      
                                                                    )      
Occupation       )      

 

6


SCHEDULE A – CHIEF SCIENTIST

[to be attached]

 

7


SCHEDULE B – PROFIT SHARING

In accordance with the terms of the Letter of lntent executed by the parties on June 30, 2017, Roland is entitled to share in the net profits earned by U-Protein as a shareholder over the next three years as follows:

 

(a)

50% of the net profits, less subsidies, grants or other government funding for the first year;

 

(b)

33% of the net profits, less subsidies, grants or other government funding for the second year;

 

(c)

20% of the net profits, less subsidies, grants or other government funding for third year.

 

8

Exhibit 99.65

 

LOGO

ImmunoPrecise Increases Financing to $2.592 Million

VICTORIA, May 15, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) is pleased to announce that it has increased its previously announced (see news release dated April 24, 2020 and May 8, 2020) non-brokered private placement financing of 10% convertible debentures from CAD$2,300,000 to CAD$2,592,000.

The debentures will continue to be unsecured, bear interest at a rate of ten percent (10%) per year, payable annually, and are due two years from the date of issue (which may be repaid early at the option of the Company). The principal amount of the debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $0.85 per share.

The Company may force convert the principal amount of the debentures at CAD$0.85 per share if the average closing price is equal to or greater than CAD$1.50 for 20 trading days. In order to exercise this right, the Company must issue a news release announcing its intention to exercise this right within 10 business days after the end of the particular 20-day period.

Closing of the offering is subject to acceptance of the TSX Venture Exchange.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/May2020/15/c2707.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 12:00e 15-MAY-20

Exhibit 99.66

 

LOGO

ImmunoPrecise Closes Oversubscribed Debenture Financing

VICTORIA, May 15, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) is pleased to announce that it has closed its previously announced non-brokered private placement financing by issuing a total of CAD$2,592,000 10% convertible debentures.

The debentures are unsecured, bear interest at a rate of ten percent (10%) per year, payable annually, and are due May 15, 2022 (which may be repaid early at the option of the Company). The principal amount of the debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of CAD $0.85 per share.

The Company may force convert the principal amount of the debentures at CAD$0.85 per share if the average closing price is equal to or greater than CAD$1.50 for 20 trading days. In order to exercise this right, the Company must issue a news release announcing its intention to exercise this right within 10 business days after the end of the particular 20-day period.

Jennifer Bath, CEO of the Company, subscribed for $175,000 of debentures and Paul Andreola, a director of the Company, subscribed, directly and indirectly, for a total of $229,000 debentures. Participation by these insiders in the private placement is considered a related party transaction pursuant to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider’s participation in the private placement in reliance of sections 5.5(a) and 5.7(a) of MI 61-101.

The securities are subject to restrictions on resale expiring on September 16, 2020. The Company paid finders cash commissions totalling $43,000.

Proceeds of the offering will be used to expand operations and sales in the United States, Canada and Europe and working capital purposes.

Resignation of Chief Technical Officer

Chip Wilson has announced he is resigning as Chief Technical Officer effective immediately. The Board of Directors would like to thank Mr. Wilson for all of his efforts.

On behalf of the Company.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities


laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/May2020/15/c9403.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 18:06e 15-MAY-20

Exhibit 99.67

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.

Name and Address of Company

IMMUNOPRECISE ANTIBODIES LTD.

3204-4464 Markham Street

Victoria, BC V8Z 7X8

(the “Company”)

 

Item 2.

Date of Material Change

May 15, 2020

 

Item 3.

News Release

The news release was issued on May 15, 2020 and was disseminated by Cision.

 

Item 4.

Summary of Material Change

On May 15, 2020, the Company closed a non-brokered private placement financing of 10% convertible debentures in the principal amount of CAD$2,592,000.

Also on May 15, 2020, the Company announced the resignation of its Chief Technology Officer, Chip Wheelock.

 

Item 5.

Full Description of Material Change

Convertible Debenture Financing

On May 15, 2020, the Company closed its previously announced non-brokered private placement financing by issuing 10% convertible debentures in the principal amount of CAD$2,592,000. The debentures are unsecured, bear interest at a rate of 10% per annum, payable annually and are due May 15, 2022 (which may be repaid early at the option of the Company).

The principal amount of the debentures may be convertible, at the option of the holder, into shares of the Company at a conversion price of CAD$0.85 per share. The Company may force convert the principal amount of the debentures at $0.85 per share if the average closing price is equal to or greater than CAD$1.50 for twenty (20) trading days (the “20 Day Period”). In order to exercise this right, the Company must issue a new release announcing its intention to exercise this right within 10 business days after the end of the particular 20 Day Period.

Jennifer Bath, CEO of the Company, subscribed for $175,000 of debentures and Paul Andreola, a director of the Company, subscribed, directly and indirectly, for a total of $229,000 debentures. Participation by these insiders in the private placement is considered a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider’s participation in the private placement in reliance of sections 5.5(a) and 5.7(a) of MI 61-101.

The securities are subject to restrictions on resale expiring on September 16, 2020. The Company paid finders cash commissions totalling $43,000. Proceeds of the offering will be used to expand operations and sales in the United States, Canada and Europe and working capital purposes.

Resignation of Chief Technology Officer

Also on May 15, 2020, the Company announced the resignation of its Chief Technology Officer, Chip Wheelock.


Item  6.

Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

 

Item 7.

Omitted Information

None.

 

Item 8.

Executive Officer

For further information, please contact:

Jennifer Bath

Chief Executive Officer

(250) 483-0308

 

Item 9.

Date of Report

May 21, 2020

Exhibit 99.68

DATED 14th MARCH 2019

 

 

IMMUSYS B.V.

and

MODIQUEST RESEARCH B.V.

and

IMMULEASE B.V.

and

MR JOS RAATS

and

IMMUNOPRECISE NETHERLANDS B.V.

and

IMMUNOPRECISE ANTIBODIES LTD.

 

 

AMENDMENT, TERMINATION AND SETTLEMENT AGREEMENT

 

 


THIS AMENDMENT, TERMINATION AND SETTLEMENT AGREEMENT is dated 14th March 2019 and is made

BETWEEN:

 

(1)

IMMUSYS B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Haarlemmermeer, the Netherlands and its registered address at Schoutstraat 58, 6525XV Nijmegen, the Netherlands, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with registration number 09140672 (Immusys);

 

(2)

MODIQUEST RESEARCH B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Nijmegen, the Netherlands and its registered address at Kloosterstraat 9, RE21, 5349 AB Oss, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with registration number 09148575 (ModiQuest Research);

 

(3)

IMMULEASE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Haarlemmermeer, the Netherlands and its registered address at Schoutstraat 58, 6525XV Nijmegen, the Netherlands, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with registration number 09213199 (Immulease);

 

(4)

MR JOZEF MARIA RAATS, a private individual born in Brunssum, the Netherlands on 22 February 1962, currently residing at Schoutstraat 58, 6525XV Nijmegen, the Netherlands, the Netherlands (Raats);

 

(5)

IMMUNOPRECISE NETHERLANDS B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Haarlemmermeer, the Netherlands and its registered address at Kloosterstraat 9, RE21, 5349AB Oss, the Netherlands, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with registration number 71010149 (ImmunoPrecise Netherlands); and

 

(6)

IMMUNOPRECISE ANTIBODIES LTD., a limited liability company, having its business address at U.Vic Vancouver Island Technology Park, #3204-4464 Markham Street, Victoria, BC, Canada, V8Z 7X8 (ImmunoPrecise Antibodies).

ModiQuest Research, Immulease, ImmunoPrecise Netherlands and ImmunoPrecise Antibodies are hereinafter jointly also referred to as the IPA Group Companies and each also an IPA Group Company. The IPA Group Companies, Immusys and Raats are hereinafter jointly referred to as the Parties and each as a Party.

 

2


WHEREAS:

 

(A)

On 15 March 2018, the IPA Group Companies and Immusys entered into a share purchase agreement in relation to the sale by Immusys of all of the shares in ModiQuest Research and Immulease (the Shares) to ImmunoPrecise Netherlands (a 100% subsidiary of ImmunoPrecise Antibodies) (the SPA). Transfer of the Shares was completed on 6 April 2018.

 

(B)

On the date hereof, Immusys is a managing director of ImmunoPrecise Netherlands and Raats (the 100% shareholder of Immusys) is a managing director of Immusys, ImmunoPrecise Netherlands and U-Protein Express B.V. (a 100% subsidiary of ImmunoPrecise Antibodies (U-Protein Express)).

 

(C)

On 1 February 2005, ModiQuest Research and Immusys entered into a management agreement in connection with the provision of certain services by Immusys to ModiQuest Research, which management agreement was amended on 15 March 2018 (the Management Agreement).

 

(D)

The Parties agreed to prematurely terminate the Management Agreement, effective as per 1 March 2019 (the Effective Date). The Parties furthermore agreed that:

 

  (i)

effective as per the Effective Date, Immusys shall resign as managing director B of ModiQuest Research;

 

  (ii)

effective as per the Effective Date, Raats shall resign as managing director of U-Protein and ImmunoPrecise Netherlands; and

 

  (iii)

ImmunoPrecise Antibodies shall pay the Settlement Amount (as defined below in, and in accordance with, Clause 2) to Immusys.

 

(E)

In this amendment, termination and settlement agreement (the Settlement Agreement), the Parties wish to lay down the terms and conditions under which (i) the Management Agreement shall be terminated, (ii) Immusys shall resign as managing director B of ModiQuest Research and Raats shall resign as managing director of U-Protein and ImmunoPrecise Netherlands, (iii) the Deferred Cash Payment and Deferred Share Payment as referred to in section 2.3 (b) of the SPA shall no longer be subject to an adjustment in accordance with section 2.5 of the SPA, and (a) to fully and finally settle all claims a Party has or may have in respect of, as a consequence of or in connection with the termination of the Management Agreement and the various relationships (including the directorship of Immusys with ModiQuest Research and the directorship of Raats with U-Protein and ImmunoPrecise Netherlands) in respect of the Management Agreement and the SPA (including all claims any IPA Group Company has or may have in respect of, as a consequence of or in connection with any representation and warranty relative to the Deferred Cash Payment and Deferred Share Payment provisions in the SPA).

 

(F)

In this Settlement Agreement, the Parties furthermore wish to clarify that section 2.1 of the Trademark and Domain name Assignment and License Agreement dated 12 March 2018 (the Trademark License Agreement) pursuant to which Licensee 1 (as defined in the Trademark License Agreement) is licensed to use the trademark “Modiquest” in communications with and to certain parties, also includes the right to use the email domains the email domains ‘@modiquest.com’ and ‘@modiquest.nl’ (the Email Domains).

 

3


IT IS HEREBY AGREED AS FOLLOWS:

 

1.

TERMINATION OF THE MANAGEMENT AGREEMENT; RESIGNATIONS

 

1.1

Immusys, Raats and ModiQuest Research hereby agree that the Management Agreement, in deviation of section 8 of the Management Agreement, shall terminate effective as per the Effective Date without any termination fee or any other amount being payable by any Party (either pursuant to the Management Agreement, the SPA or otherwise) in relation with such termination and/or the resignations referred to below in Clause 1.2), except for the payment by ImmunoPrecise Antibodies to Immusys of the Settlement Amount in accordance with Clause 2.

 

1.2

Immusys shall resign as managing director B of ModiQuest Research and Raats shall resign as managing director of U-Protein and ImmunoPrecise Netherlands, all effective as per the Effective Date. Immusys and Raats shall each sign, as soon as possible after the date hereof and in any event no later than 15th March 2019, resignation letters substantially in the form attached hereto as Annex 1 (the Resignation Letters).

 

1.3

The Parties acknowledge and confirm that termination of the Management Agreement shall not affect in any way whatsoever any of the obligations under clause 5 (Confidentiality), clause 6 (Return of documents), clause 7 (Violation/penalties) and/or clause 9 (Non-competition and non-solicitation) which shall remain in full force and effect.

 

1.4

Without prejudice to Clause 1.3, neither Immusys nor Raats shall have or keep in its/his possession documents and/or correspondence and/or data carriers and/or copies thereof, containing confidential information in relation to any IPA Group Company and in general information on (the operations of) any IPA Group Company, which have been made available to any of them or created by them (either alone or with others) in respect of the services under the Management Agreement (the Data Carriers). Raats shall, unless otherwise agreed with ImmunoPrecise Antibodies, on or before 15th March 2019, return to ImmunoPrecise Antibodies (or such other IPA Group Company as ImmunoPrecise Antibodies shall designate) all Data Carriers and no copies, other than electronic copies made pursuant to automatic archiving, computer back-up procedures and/or disaster recovery systems shall be kept and it being understood that nothing herein shall derogate any rights granted or given to Immusys and its affiliates under the Disentanglement Agreement (as defined in the SPA).

 

2.

TRADEMARK LICENSE: EMAIL DOMAINS

 

2.1

Without prejudice to the rights granted to the Licensee 1 and the Licensee 2 under the Trademark License Agreement, the Parties acknowledge and agree that the right to use the trademark “Modiquest” when used in communications as referred to in section 2.1 of Trademark License Agreement, also include the right for Immusys and Raats (and their affiliates) to use the Email Domains in such communications and Immusys and Raats agree that they (as well as their affiliates) shall only use the Email Domains for the sole purpose of communications with

 

4


  the competent authorities, patent agents and other experts to maintain the current patent registrations of Modiquest B.V. as well as the licensees of such patents. With a view to the foregoing and for the purposes set out in sections 2.1 through 2.1.3 of the Trademark License Agree, section 2.1.7 of the Trade Mark Licence Agreement shall be revised to read as follows: “Communications with Assignor when addressed by Assignee or its affiliates, or when useful to inform Assignee or its affiliates about the (performance or termination) license granted herein, or communications with Assignee or its affiliates, shareholders of Modiquest B.V., third party licensees of said patents and patent applications and their advisors or other third parties which Modiquest B.V. is obliged to inform according current contracts or when useful to inform such parties”.

 

3.

SETTLEMENT AMOUNT

 

3.1

Subject to the terms and conditions of this Settlement Agreement and provided that ImmunoPrecise Antibodies has received the duly signed Resignation Letters, ImmunoPrecise Antibodies hereby agrees to pay to Immusys a cash amount of EUR 1,000,000, being an amount equal to three times the Deferred Cash Payment (the Cash Settlement Amount) in the following three instalments:

 

Instalment

  

Payment Date

    

EUR 333,333

  

20th March 2019

  

EUR 335,555

  

1 May 2020

  

EUR 333,556

  

1 May 2021

  

 

3.2

Subject to the terms and conditions of this Settlement Agreement and provided that ImmunoPrecise Antibodies has received the duly signed Resignation Letters, ImmunoPrecise Antibodies hereby furthermore agrees to pay to Immusys an amount of EUR 1,000,000 (the Share Settlement Amount), payable in three instalments in kind by means of issuance of such number of common shares in its capital (such common shares the IPA Shares) as shall be calculated as follows:

 

Instalment

  

Issue Date

  

# of IPA Shares

EUR 335,555

   31 March 2019 (the First Issue Date).    such # of IPA Shares having a value of EUR 333,555 based on the greater of (1) $0.57 per IPA Share, and (2) the closing price of the IPA Shares as quoted on the TSXV (the Closing Price) on 31 December 2018, converted to euros based on average the daily exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the First Issue Date

 

5


EUR 335,555

   As soon as reasonably possible after 30 April 2020 but no later than 15th May 2020 (the Second Issue Date)    such # of IPA Shares having a value of EUR 335,555 based on the greater of (1) $0.57 per IPA Share, and (2) the Closing Price of the IPA Shares as quoted on 30 April 2020, converted to euros based on average the daily exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the Second Issue Date

EUR 335,556

   As soon as reasonably possible after 30 April 2021 but no later than 15th May 2021 (the Second Issue Date)    such # of IPA Shares having a value of EUR 335,556 based on the greater of (1) $0.57 per IPA Share, and (2) the Closing Price of the IPA Shares as quoted on 30 April 2021, converted to euros based on average the daily exchange rate as quoted by the Bank of Canada for the 10 Business Days immediately prior to the Third Issue Date

 

3.3

Subject to Immusys and Raats each having been discharged by the general meeting of shareholders of the companies referred to in Recital (B) above at or prior to the date of this Settlement Agreement (Discharge), Immusys and Raats declare and confirm that payment of the Cash Settlement Amount and the Share Settlement Amount (jointly the Settlement Amount) to Immusys constitutes full and final settlement and discharge (volledige kwijting) of any and all claims they, or any company or person affiliated with any of them, have or may have against any IPA Group Company pursuant to, in respect of, as a consequence of or in connection with the SPA, the Management Agreement and the termination thereof, and their resignation as managing director of ModiQuest Research, U-Protein and ImmunoPrecise Netherlands.

 

3.4

Subject to Immusys and Raats each having been granted Discharge and except for payment of the Settlement Amount, each of Immusys and Raats hereby irrevocably and unconditionally waives any rights or claims it/he has or may have against any IPA Group Company, in respect of, as a consequence of or in connection with section 2.3, 2.4, 2.5 and 2.6 of the SPA (as applicable unto the signing of this Settlement Agreement), the Management Agreement, the termination of the Management Agreement and their resignation as managing director of ModiQuest Research, U-Protein and ImmunoPrecise Netherlands. Likewise, each IPA Group Company hereby irrevocably and unconditionally waives any rights or claims it/he has or may have against Raats or Immusys pursuant to, in respect of, as a consequence of or in connection with section 2.3, 2.4, 2.5 and 2.6 of the SPA (as applicable unto the signing of this Settlement Agreement), the Management Agreement, the termination of the Management Agreement and their resignation as managing director of ModiQuest Research, U-Protein and ImmunoPrecise Netherlands, and any covenant, representation and warranty by Immusys or Raats relative thereto.

 

6


3.5

ImmunoPrecise Netherlands and ImmunoPrecise Antibodies each represent that it has no claim under any warranty given by Immusys in the SPA or other Transaction Documents (as defined in the SPA) at the date of signing this Settlement Agreement nor it is aware, having heard senior staff, their officers and directors, of any facts or circumstances that may cause such claim.

 

3.6

Neither ImmunoPrecise Netherlands nor ImmunoPrecise Antibodies shall be entitled to deduct any amount or set off any claim for Losses (as defined in the SPA) to ImmunoPrecise Netherlands or ImmunoPrecise Antibodies against any portion of the Settlement Amount set forth in Section 3.1 and 3.2 due (or to become due) by ImmunoPrecise Antibodies to Immusys nor delay payment of any portion of the Settlement Amount. Each IPA Group Company accepts and agrees with Immusys and Raats that in the event of any controversy or inconsistency between (A) the provisions of the Transaction Documents and (B) the provisions of Clause 3.1 through this Clause 3.6, the latter shall supersede and that nothing therein is intended or shall be construed to release ImmunoPrecise Antibodies from its duty to pay any and all portions of the Settlement Amount by ImmunoPrecise Antibodies on respectively the First Issue Date, the Second Issue Date and Third Issue Date.

 

4.

MISCELLANEOUS

Costs

 

4.1

Each Party shall bear its own fees and expenses in connection with the negotiation, preparation and completion of this Settlement Agreement, and in fulfilling any obligations in connection with this Settlement Agreement

Further assurance

 

4.2

Each Party shall at its own costs and expenses from time to time execute such documents, perform such acts and do things as the other Part(y)(ies) may reasonably require to give the fullest possible effect to the transactions contemplated by this Settlement Agreement.

Confidentiality

 

4.3

Each Party will keep the existence and contents of this Settlement Agreement confidential, unless disclosure is required by any court or other competent authority. Each IPA Group Company undertakes to Immusys and Raats that it shall refrain from making negative comments or statements to third parties about Immusys and Raats which would adversely affect the business carried on by them. Each of Immusys and Raats undertakes to each IPA Group Company that it shall refrain from making negative comments or statements to third parties about any IPA Group Company which would adversely affect the business carried on by them.

Entire Agreement

 

4.4

This Settlement Agreement and the agreements referred to herein concerning Sections 2.3, 2.4 and 2.5 of the SPA, the Management Agreement and the clarification of the License Agreement referred to herein constitute the entire agreement between the Parties relating to the subject matter hereof and set aside and cancel any earlier agreements, either verbally or in writing, between the Parties with respect to Sections 2.3, 2.4 and 2.5 of the SPA and the Management Agreement.

 

7


4.5

Notwithstanding the aforesaid, the Trademark Licence Agreement (as amended), the Disentanglement Agreement and any other Transaction Documents all rights and duties thereunder shall remain in full force and effect as provided in each of such documents including but not limited to the current loan agreements between Immusys and Immulease in the amount of euro 8,000, and between Modiquest B.V. and ModiQuest Research in the amount of respectively euro 38,025 and euro 38, 000.

Amendments

 

4.6

This Settlement Agreement may not be amended, supplemented or changed, nor may any provision of this Settlement Agreement be waived, except by a written instrument making specific reference to this Settlement Agreement signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

Severability

 

4.7

The invalidity or unenforceability of any provision of this Settlement Agreement shall not affect the validity or enforceability of any other provision of this Settlement Agreement. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid or unenforceable provision.

No rescission

 

4.8

Each Party waives its right to rescind (ontbinden) this Settlement Agreement, in whole or in part, on the basis of section 6:265 Dutch Civil Code or to request a competent court to amend this Settlement Agreement on the basis of section 6:230(2) Dutch Civil Code. Furthermore, a Party in error (dwaling) shall bear the risk of that error in making this Settlement Agreement.

Counterparts

 

4.9

This Settlement Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which together shall form one instrument. Each Party may enter into this Settlement Agreement by executing any such counterpart.

Settlement agreement

 

4.10

This Settlement Agreement constitutes a settlement agreement (vaststellingsovereenkomst) in accordance with article 7:900 of the Dutch Civil Code.

 

5.

APPLICABLE LAW AND COMPETENT COURT

 

5.1

This Settlement Agreement and any dispute, controversy or claim arising hereunder or in connection herewith, its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be exclusively governed by and construed in accordance with the laws of the Netherlands.

 

8


5.2

Any and all disputes between the Parties hereto arising under or in connection with this Settlement Agreement or further agreements resulting from this Settlement Agreement, including all disputed claims for breach by any party of any undertaking or covenant under this Settlement Agreement, shall be finally resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (Netherlands Commercial Court or NCC). An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC’s Court in Summary Proceedings in proceedings in English.

[signature page follows]

 

9


IN WITNESS whereof the Parties have executed this Settlement Agreement on the date which appears first on the first page.

For and on behalf of IMMUSYS B.V.

 

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Name: Jos Raats
Title: managing director

For and on behalf of MODIQUEST RESEARCH B.V.

 

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Name: Ms. Jennifer Lynne Bath
Title: managing director

For and on behalf of IMMULEASE B.V.

 

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Name: Ms. Jennifer Lynne Bath
Title: managing director

For and on behalf of IMMUNOPRECISE NETHERLANDS B.V.

 

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Name: Ms. Jennifer Lynne Bath
Title: managing director

For and on behalf of IMMUNOPRECISE ANTIBODIES LTD.

 

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Name: Ms. Jennifer Lynne Bath
Title: managing director

 

JOS RAATS

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10


ANNEX 1: FORM RESIGNATION LETTER

 

To:

[relevant company]

[●] 2019

Re: Resignation as managing director of []

Dear Sirs,

I hereby inform you that I tender my resignation from my position as managing director (bestuurder) on the management board (bestuur) of [●], a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in [●], the Netherlands and its registered address at [●], the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) with registration number [●] (the Company), effective as per 1 March 2019 (the Effective Time).

I hereby request the general meeting of shareholders of the Company to discharge me (finale kwijting verlenen) for my duties and activities as managing director of the Company in the period up to and including the Effective Time.

I declare that, as per the Effective Time, I have no outstanding claims whatsoever against the Company.

I furthermore agree to cooperate with anything reasonably required or reasonably advisable in connection with my resignation as managing director of the Company.

 

Yours sincerely,
 

 

 

11

Exhibit 99.69

 

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Form 45-106F1 Report of Exempt Distribution
BCSC EDER Reference Number 9130385
ITEM 1—REPORT TYPE
ü New report
Amended report If amended, provide filing date of report that is being amended (YYYY-MM-DD)
ITEM 2—PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer
ü Issuer (other than an investment fund) Underwriter
ITEM 3—ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal name ImmunoPrecise Antibodies Ltd.
Previous full legal name
If the issuer’s name changed in the last 12 months, provide most recent previous legal name.
Website (if applicable)
If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”.
Legal entity identifier
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s) (if applicable)
ITEM 4—UNDERWRITER INFORMATION
If an underwriter is completing the report, provide the underwriter’s full legal name and firm NRD number.
Full legal name
Firm NRD number (if applicable)
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address
Municipality Province/State
Country Postal code/Zip code
Telephone number Website (if applicable)


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ITEM 5—ISSUER INFORMATION
If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
a)    Primary industry
Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity.
NAICS industry code 3 2 5 4 1 2
If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.
Exploration Development Production
Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.
Mortgages Real estate Commercial/business debt Consumer debt Private companies Cryptoassets    b)    Number of employees
Number of employees: ü 0—49 50—99 100—499 500 or more
c)    SEDAR profile number
Does the issuer have a SEDAR profile?
No ü Yes If yes, provide SEDAR profile number 0 0 0 0 5 5 4 2
If the issuer does not have SEDAR profile complete item 5(d)—(h).
d)    Head office address
Street address Province/State Municipality Postal code/Zip code Country Telephone number    e)    Date of formation and financial year-end
Date of formation Financial year-end
YYYY MM DD MM DD
f)    Reporting issuer status
Is the issuer a reporting issuer in any jurisdication of Canada? No Yes
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
All AB BC MB NB NL NT NS NU ON PE QC SK YT    g)    Public listing status
If the issuer has a CUSIP number, provide below (first 6 digits only)
CUSIP number
If the issuer is publicly listed, provide the name of the exchange on which the issuer’s equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
h)    Size of issuer’s assets
Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date.


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$0 to under $5M $5M to under $25M $25M to under $100M
$100M to under $500M $500M to under $1B $1B or over


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ITEM 6—INVESTMENT FUND ISSUER INFORMATION
If the issuer is an investment fund, provide the following information.     a)    Investment fund manager information Full legal name
Firm NRD number (if applicable)
If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street address
Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable)    b)    Type of investment fund
Type of investment fund that most accurately identifies the issuer (select only one) .
Money market Equity Fixed income Balanced
Alternative strategies Cryptoasset Other (describe)
Indicate whether one or both of the following apply to the investment fund .
Invests primarily in other investment fund issuers
Is a UCITs Fund¹
¹Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
c)    Date of formation and financial year-end of the investment fund
Date of formation Financial year-end
YYYY MM DD MM DD
d)    Reporting issuer status of the investment fund
Is the investment fund a reporting issuer in any jurisdication of Canada? No Yes
If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
All AB BC MB NB NL NT NS NU ON PE QC SK YT    e)    Public listing status of the investment fund
If the investment fund has a CUSIP number, provide below (first 6 digits only)
CUSIP number
If the investment fund is publicly listed, provide the name of the exchange on which the investment fund’s securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
f)    Net asset value (NAV) of the investment fund
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). $0 to under $5M $5M to under $25M $25M to under $100M $100M to under $500M $500M to under $1B $1B or over Date of NAV calculation:
YYYY MM DD


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ITEM 7—INFORMATION ABOUT THE DISTRIBUTION
If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about
purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in
connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in
Schedule 1 of the report.
a)    Currency
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.
ü Canadian dollar US dollar Euro Other (describe)
b)    Distribution date(s)
State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date
as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the
distribution period covered by the report.
Start date 2020 05 15 End date 2020 05 25
YYYY MM DD YYYY MM DD
c)    Detailed purchaser information
Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
d)    Types of securities distributed
Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the
security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
Canadian $
Single or
Security CUSIP number Number of
Description of security lowest Highest price Total amount
code (if applicable) securities
price
C V D 875907 2,627,000.00 1.0000 2,627,000.00
e)    Details of rights and convertible/exchangeable securities
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities
were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.
Convertible /
Exercise price
exchangeable Underlying Expiry date Conversion
(Canadian $)
security code security code (YYYY- MM-DD) ratio Describe other items (if applicable)
Lowest Highest
C V D C M S 0.8500
f)    Summary of the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a
purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a
distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.
This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a
purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign
jurisdiction.
For jurisdictions within Canada, state the province or territory, otherwise state the country.
Province or Number of unique²ª
Exemption relied on Total amount (Canadian $)
country purchasers
Alberta NI 45-106 2.3 [Accredited investor] 3 110,000.00
British Columbia NI 45-106 2.3 [Accredited investor] 17 1,344,000.00
Ontario NI 45-106 2.3 [Accredited investor] 15 500,000.00
Québec NI 45-106 2.3 [Accredited investor] 9 305,000.00
United Kingdom NI 45-106 2.3 [Accredited investor] 1 68,000.00
United States NI 45-106 2.3 [Accredited investor] 2 225,000.00


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NI 45-106 2.5 [Family, friends and business 1 75,000.00 Ontario associates]
Total dollar amount of securities distributed 2,627,000.00
Total number of unique purchasers²áµ‡ 48
2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.
2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
g)    Net proceeds to the investment fund by jurisdiction
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.³ If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
Net proceeds Province or country (Canadian $)
Total net proceeds to the investment fund
³“Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.
h)    Offering materials—This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.
If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.
In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.
Previously filed
Date of document or Date previously filed or with or delivered to Description other material delivered regulator?
(YYYY-MM-DD) (YYYY-MM-DD) (Y/N)


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ITEM 8—COMPENSATION INFORMATION
Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No ü Yes If yes, indicate number of persons compensated. 3    a)    Name of person compensated and registration status
Indicate whether the person compensated is a registrant. No ü Yes If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual Canaccord Genuity Corp.
Firm NRD number 9 0 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. ü No Yes
b)    Business contact information
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State Country Postal code/Zip code Email address Telephone number
c)    Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connect with the issuer or investment fund manager Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager
ü None of the above    d)    Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid 40,500.00 Security code 1 Security code 2 Security code 3
Value of all securities
Security codes distributed as compensationâ´
Describe terms of warrants, options or other rights
Other compensationâµ Describe
Total compensation paid 40,500.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
â´Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.
âµDo not include deferred compensation.


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a)    Name of person compensated and registration status
Indicate whether the person compensated is a registrant. No ü Yes If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual Echelon Wealth Partners
Firm NRD number 3 2 4 2 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. ü No Yes
b)    Business contact information
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State Country Postal code/Zip code Email address Telephone number
c)    Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connect with the issuer or investment fund manager Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager
ü None of the above    d)    Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid 2,500.00 Security code 1 Security code 2 Security code 3
Value of all securities
Security codes distributed as compensationâ´
Describe terms of warrants, options or other rights
Other compensationâµ Describe
Total compensation paid 2,500.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
â´Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.
âµDo not include deferred compensation.


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a)    Name of person compensated and registration status
Indicate whether the person compensated is a registrant. No ü Yes If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual Raymond James Ltd.
Firm NRD number 8 2 4 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. ü No Yes
b)    Business contact information
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State Country Postal code/Zip code Email address Telephone number
c)    Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connect with the issuer or investment fund manager Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager
ü None of the above    d)    Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid 1,750.00 Security code 1 Security code 2 Security code 3
Value of all securities
Security codes distributed as compensationâ´
Describe terms of warrants, options or other rights
Other compensationâµ Describe
Total compensation paid 1,750.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
â´Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.
âµDo not include deferred compensation.


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ITEM 9—DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
If the issuer is an investment fund, do not complete Item 9. Procced to Item 10. 
Indicate whether the issuer is any of the following (select the one that applies—if more than one applies, select only one).
ü Reporting issuer in any jurisdiction of Canada Foreign public issuer
Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canadaâ¶
Provide name of reporting issuer
Wholly owned subsidiary of a foreign public issuerâ¶
Provide name of foreign public issuer
Issuer distributing only eligible foreign securities and the distribution is to permitted clients onlyâ·
If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.
â¶An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.
â·Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions.
If the issuer is none of the above, check this box and complete Item 9(a)—(c).
a)    Directors, executive officers and promoters of the issuer
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory; otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.
Business location of non-individual or
Relationship to issuer residentail Secondary given (select all that apply) jurisdiction of Organization or company name Family name First given name names individual
Province or country D O P
b)    Promoter information
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory; otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.
Residential
Relationship to promoter jurisdiction of Secondary given individual (select one or both if applicable) Organization or company name Family name First given name names Province or D O country
c)    Residential address of each individual
Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.


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ITEM 10—CERTIFICATION
Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer’s trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.
The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.
If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.
The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.
Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exemt distribution.
By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.
Name of issuer/underwriter/ Immunoprecise Antibodies Ltd.    investment fund manager/agent
Full legal name Bath Jennifer
Family name                First given name Secondary given names
Title CEO
Telephone number 7789661252 Email address jennifer@immunoprecise.com
Signature Jennifer Bath Date 2020 05 25
YYYY MM DD
ITEM 11- CONTACT PERSON
Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.
Same as individual certifying the report
Full legal name Hethey Charles Title Attorney
Family name First given name Secondary given names
Name of company O’Neill Law LLP
Telephone number 6046875792 Email address cch@stockslaw.com


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Notice—Collection and use of personal information
The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.
If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.
The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: a)    has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and                 b)                has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Exhibit 99.70

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NSERC Awards Grant to Fund Collaboration Between ImmunoPrecise and the University of Victoria for the Generation of a Potential COVID-19 Antibody-Based Test in Canada that can Provide Real-Time Responses

VICTORIA, May 27, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF), specialists in custom antibody discovery and development, today announced a collaboration between University of Victoria (“UVic”)-based laboratory of Dr. Alexandre Brolo, experts in the development of novel diagnostic tools, and ImmunoPrecise Antibodies. The objective of this partnership is to develop a colorimetric antibody-based test for the detection and screening of COVID-19. Although most immunoassays are developed for blood or serum, this team is aiming to use patient saliva. The goal is to enable the test to be realized with an easily obtainable sample, which should be suitable for a home-test kit. The color change readout will be measured using a cell phone camera and analyzed by a custom cell phone application. The results, including the general location (by zone rather than by specific household, to comply with privacy rights) of the test, can be uploaded to a cloud-hosted database. This will provide immediate information about the number of infections and the general locations to the health authorities. The program builds on successful technology previously developed by Dr. Brolo’s laboratory for the detection of the Zika virus. This previous technology demonstrated positive results in a pilot field study performed in Brazil, which verified the technology’s ability to detect Dengue/Zika proteins using patient saliva samples.

“While the diagnostic testing is only one portion of IPA’s overall Coronavirus program, the need for a highly reliable, quick and easy to administer diagnostic is an unmet need, and the laboratory of Dr. Brolo has the expertise and game plan we are honored to contribute to”, stated Dr. Jennifer Bath, President and CEO of IPA.

Monoclonal, highly specific antibodies are the main component required for the development of immunoassays. The antibodies for this project will be generated using IPA’s unique proprietary B cell Select platform. The high affinity and selectivity of the resulting antibodies will enable tests with no-cross-reactivity, low background, and enhanced detection. IPA and Dr. Brolo’s group will work together to establish the most appropriate targets for the COVID-19 detection and to secure patient samples for validating the tests.

“We are interested in partnering with the Brolo group to speed up the application of these antibodies in a colorimetric antibody-based test for the detection and screening of COVID-19”, explains Dr. Barry Duplantis, Canada project lead for diagnostics. “We have the expertise and networks to support the commercialization of the detection technology that incorporates our monoclonal antibodies”.

The one-year NSERC award consists of a $50,000 grant to the Brolo laboratory. ImmunoPrecise will provide the antibodies to be used in the kit and will retain an exclusive option on the commercialization rights. Reasonable commercial terms will enable IPA to efficiently bring the technology to market and reach those in need quickly. All agreements will align with NSERC and UVic intellectual property and research policies and ensure utilization of results of this research for the benefit of Canada and Canadians, with the submission of research results in open access, peer-reviewed literature.

IPA and UVic are already working within their respective roles on the COVID-19 diagnostic platform. IPA is actively engaged in the process of screening antibody panels already under development, to determine which antibodies best meet the profile for those required in the diagnostic kit. The antibodies will then be tested against SARS-CoV-2 spike protein and validated using both convalescent and naïve, human patient samples. Validation of the portable diagnostic will then require approval by Health Canada prior to field tests and / or commercialization.

Additional Debenture Issuance

The Company also announces that further to its non-brokered private placement (see news release dated May 15, 2020) it has issued an additional CAD $35,000 of 10% convertible debentures. In total, the Company issued CAD $2,627,000 of convertible debentures on the financing.

The debentures issued under this tranche are unsecured, bear interest at a rate of ten percent (10%) per year, payable annually, and are due May 22, 2022 (which may be repaid early at the option of the Company). The principal amount of the debentures may be convertible, at the option of the holder, into shares of the Company at a conversion price of CAD $0.85 per share. The Company may force convert the principal amount of the debentures at CAD$0.85 per share if the average closing price is equal to or greater than CAD $1.50 for 20 trading days. In order to exercise this right, the Company must issue a news release announcing its intention to exercise this right within 10 business days after the end of the particular 20-day period.

The securities under this tranche are subject to restrictions on resale expiring on September 16, 2020. The Company paid a finder’s fee totaling $1,750 under this final tranche.

About Brolo Group

Dr. Alexandre G. Brolo is a professor at the University of Victoria in Canada where he directs an innovative, multidisciplinary, and high-impact research program that spans the areas of nanotechnology, surface spectroscopy, electrochemistry and bioanalytical chemistry. Dr. Brolo’s research is centered on the optical and spectroscopic properties of metallic nanostructures that support a physical phenomenon called “surface plasmon excitation”. His work explores the fabrication, characterization, and application of these metallic nanostructures in biosensing and in enhanced spectroscopy, particularly in their use for remote chemical sensing and in combination with microfluidics. Dr. Brolo has published more than 150 research papers in top international journals and conference proceedings and presented on numerous occasions.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a diagnostic for the new Coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the last quarter of the fiscal year ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

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SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 27-MAY-20

Exhibit 99.71

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ImmunoPrecise Collaborates with the NIH and Integrated Biotherapeutics to Study the Structural Details of Antibodies with Therapeutic Potential to Treat or Prevent Coronavirus Disease 2019 (COVID-19)

VICTORIA, BC, June 4, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF), a provider of best-in-class therapeutic antibody discovery capabilities for the global industry, today announced it is collaborating, pursuant to an agreement dated May 14, 2020, in a multi-company effort with the laboratory of Dr. Frederick Dyda at the National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK) at the National Institutes of Health (NIH), and Dr. M. Javad Aman at Integrated Biotherapeutics (IBT), to better understand the molecular binding interactions of potential therapeutic antibody candidates resulting from IPA’s SARS-CoV-2 programs aimed at treating or preventing COVID-19.

This research consortium unites three reputable teams for lead antibody characterization, using Cryogenic Electron Microscopy (Cryo-EM) to determine the structural details of antibodies bound to the spike protein from the SARS-CoV-2 virus. IBT will provide the well-characterized trimeric spike protein ectodomain and the receptor binding domain (RBD) against which IPA’s antibodies will be characterized using Cryo-EM performed in Dr. Dyda’s laboratory.

Cryo-EM is a microscopy technique that uses an electron beam as its primary energy source (instead of a light beam), which allows for much greater resolution and magnification than with a traditional microscope and is emerging as a mainstream technique in structural biology. An initial cooling of the sample to cryogenic temperatures enables determination of the macromolecular structures under analysis, in this case, the atomic resolution that can be used to elucidate the precise epitopes targeted by IPA’s antibodies in their molecular binding interactions with the SARS-CoV-2 spike protein. The data will shed light on the Company’s understanding of how their lead candidate antibodies neutralize the virus that is causing COVID-19.

“The tripartite collaboration will deliver detailed, molecular-level understanding of how our lead antibodies interact with and neutralize the pathogenic SARS-CoV-2 spike protein”, stated Yasmina Abdiche, CSO of ImmunoPrecise. “This information is critical in elucidating their mechanism of action and informing their combination into therapeutic cocktails that aim to provide potent and long-lasting protection against COVID-19 and emerging virus variants.”

“We welcome this synergistic collaboration with ImmunoPrecise and the NIH towards delineation of critical sites of vulnerability in the SARS-CoV-2 that can lead to development of safe and effective immunotherapies for COVID-19”, added M. Javad Aman, President and CSO of IBT.

Dr. Dyda has a PhD from the University of Pittsburgh. He is a senior investigator at the Laboratory of Molecular Biology of the NIDDK and studies molecular details of macromolecules by producing high resolution images (Cryo-EM) to look at changes in protein structure using high-resolution images, as these usually relate to the function of the protein. He is an avid publisher in top-tier peer-reviewed journals such as Cell and Nature.

Dr. Aman has a PhD from Johannes Gutenberg-Universitat Mainz and did his Post-doc at NIH and the University of Virginia. He leads Integrated Biotherapeutics, a well-respected technology company in Maryland, and serves there as President and CSO. He leads their scientific programs and specializes in viral and bacterial diseases, with over 110 peer-reviewed publications.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About Dyda Lab

Dr. Dyda’s laboratory applies experimental structural biology to provide atomic-level mechanistic understanding of how protein-protein and protein-DNA complexes are regulated, using X-ray crystallography and cryo-EM as complementary tools. In particular, the researchers are investigating how the movement of mobile genetic elements, such as transposons, is controlled. This happens in several contexts which interests the laboratory, such as DNA transposition and the integration of viral DNA into host cell chromosomes. For more information visit https://www-mslmb.niddk.nih.gov/dyda/people.html

The research described here is conducted in part by the Division of Intramural Research at the National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK) of the National Institutes of Health. The content in this release is the sole responsibility of the authors and does not necessarily represent the official views or imply endorsement of the National Institutes of Health.

About Integrated Biotherapeutics

IBT is a biotechnology company focused on the discovery of novel vaccines and therapies for emerging infectious diseases with a pipeline that includes promising product candidates for bacterial and viral infections including vaccines for Staphylococcal infections, unique pan-filovirus immunotherapeutics and vaccines, and a variety of other product candidates for emerging pathogens. Located in Rockville, MD, IBT has a close working relationship with United States Government agencies including the National Institute of Allergy and Infectious Diseases (NIAID/NIH). National Cancer Research Institute (NCI), Department of Defense (DOD), United States Army Medical Research Institute of Infection Diseases (USAMRIID) as well as many biotechnology and pharmaceutical companies and academic laboratories. For more information, visit www.integratedbiotherapeutics.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise considering its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 04-JUN-20

Exhibit 99.72

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Recombinant SARS-CoV-2 Proteins Now Available For Research From ImmunoPrecise’s European Subsidiary, UPE

UTRECHT, Netherlands, June 11, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTC QB: IPATF) (Germany: TQB2) subsidiary U-Protein Express BV (“UPE”) today announced the availability of its new recombinant SARS-CoV-2 proteins, and other proteins associated with COVID-19, for use by researchers globally in the design and discovery of novel therapeutics, vaccines and diagnostic test kits for coronavirus.

“UPE’s management stepped up immediately in early January, soon after the emergence of SARS-CoV-2, and began the construct design and manufacturing of proteins that play a central role in the infection of human lung tissue by the SARS-CoV-2 virus,” said Dr. Roland Romijn, Head of General Operations at UPE. “By using ImmunoPrecise’s proprietary rPExTM protein production platform, we have produced high quality, high yield, batches of multiple subunits of the viral Spike protein, and other SARS-CoV-2-related proteins, which we believe are useful reagents for the analysis of, and generation of, antibody therapeutics, vaccines and diagnostics. We continue to focus on the development of new, SARS-CoV-2-related recombinant proteins to support the scientific community in this crucial, global effort.

These proteins are now available to the scientific community to help combat the current COVID-19 pandemic crisis. The recombinant coronavirus proteins (and other proteins related to SARS-CoV-2 infection) are produced using ImmunoPrecise’s proprietary rPEx protein production platform, utilizing transient transfection of HEK293 cells. In contrast to more basic recombinant protein expression platforms like E. coli cells or insect cells, the rPEx platform generates superior recombinant proteins that more closely resemble the native conformations of the proteins. This is especially important for retaining the functions of the heavily glycosylated, viral Spike protein.

“The success of this program at UPE is an exemplary demonstration of the selfless efforts, unity and determination that have arisen within ImmunoPrecise as part of our larger, global efforts in fighting coronavirus,” stated Dr. Jennifer Bath, President and CEO of ImmunoPrecise. “The substantive time and energy dedicated by this team have not only enabled this much needed support to the broader scientific community but have also served as a cornerstone in our own efforts at IPA, as we continue to rapidly advance our coronavirus therapeutic, vaccine and diagnostic programs.”

The COVID-19 related proteins are available online at www.u-proteinexpress.com. For academic and commercial institutions seeking more information about these proteins and potentially other reagents related to COVID-19, please contact us on the UPE website or email: info@u-proteinexpress.com.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About U-Protein Express BV

U-protein Express is a Dutch biotechnology service provider company based in Utrecht, The Netherlands. UPE was founded in 2007 as a spin-off company of the Utrecht University and has established the rPExTM technology. The rPEx technology is based on transient transfection of HEK293 cells and yields high quality, high amounts of recombinant proteins and antibodies in a short time span. Dr. Roland Romijn is one of the founders of UPE and holds a PhD from the Utrecht University. His work at UPE involves overall project management and exploration of new technologies to improve the rPEx technology. Since the acquisition of UPE by ImmunoPrecise Antibodies in 2017, Dr. Romijn has worked closely with other members of the global team to synergistically improve the company’s goods, services and IP assets.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:12e 11-JUN-20

Exhibit 99.73

 

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Collaborative COVID-19 Vaccine Project Between ImmunoPrecise Antibodies Europe and LiteVax BV, Funded Through TRANSVAC2

OSS, Netherlands, June 22, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE: TQB2), and LiteVax BV (“LiteVax”) (the Netherlands), today announced that a preclinical study to analyze the immunogenicity, safety and potency of IPA’s novel SARS-CoV-2 vaccine candidates, when formulated with LiteVax’s Adjuvant (LVA), has been granted funding by TRANSVAC2, which is expected to cover the complete costs of a preclinical vaccine study. TRANSVAC2 is a network of leading European groups working in the field of vaccine development, which itself is funded by the European Commission.

That effort is one of a number of preclinical programs currently being undertaken by IPA to assist in the efforts against SARS-CoV-2. On March 12th, 2020, IPA first announced details of its research on SARS-CoV-2 to develop a PolyTopeTM monoclonal antibody (mAb) therapy for the treatment of patients with COVID-19, which could also be used prophylactically in high risk patients who may have been exposed to the virus. The Company also disclosed its intent to develop a PolyTope vaccine, to be rationally designed based on large subsets of data obtained during the development of the PolyTope mAb Therapy. IPA then announced its intent to begin development of a SARS-CoV-2 diagnostic and then, on May 27th, 2020, IPA announced that, in collaboration with the University of Victoria, the Company had sought and received a grant from NSERC towards the costs to develop a SARS-CoV-2 diagnostic kit. Today’s announcement aims to provide an update to the Company’s progress on the first SARS-CoV-2 program announced by IPA, namely the efforts toward the development of a PolyTope vaccine.

The purpose of the collaboration announced today between IPA and LiteVax is to conduct a pre-clinical study to determine whether IPA’s protein-based vaccine candidates, formulated with LVA (adjuvant), results in potent, neutralizing antibody responses that confer protection against SARS-CoV-2 infection in a swine animal model. IPA will supply protein-based vaccine candidates and LiteVax will supply its LVA. Both parties will retain full rights to their respective proprietary assets and know-how used for the study. It is anticipated that pre-clinical vaccine trials will begin in August, 2020, and that data will be compiled by mid-November, 2020. Should the preclinical study prove successful, IPA and LiteVax may then negotiate the terms for a preclinical study in a second animal model, as well as details the around the potential commercialization of any resulting vaccine.

IPA’s extensive therapeutic programs targeting the SARS-CoV-2 are providing the Company with unique and comprehensive data points which are expected to be useful in the formulation of IPA’s anti-SARS-CoV-2 potential vaccine candidates. In addition, this data is intended to inform the development by IPA of future therapies and vaccines against novel coronavirus strains and variants.

There is no assurance that ImmunoPrecise and LiteVax will be successful in the development of a vaccine and/or therapeutic against the new coronavirus, SARS-CoV-2.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

Board Director Retires

Robert Beecroft has announced his resignation from the Company’s Board of Directors. Mr. Beecroft was the founder of ImmunoPrecise Antibodies and led the company for over two decades,


building quality services and products for customers across the globe. He has served on the board since the Company went public in 2016, assisting in the Company transition and continuing to offer his expertise.

“None of what ImmunoPrecise has become today would be possible without Rob Beecroft’s vision, perseverance and hard work,” stated Dr. James Kuo, Chairman of IPA’s board of directors. His commitment to excellence is only matched by his sense of camaraderie, which we were all privileged to experience. On behalf of the entire board, we owe him our profound gratitude and wish him well.

About TRANSVAC

TRANSVAC2 is a European vaccine research and development (R&D) infrastructure that aims to accelerate the development of safe, effective and affordable vaccines that shall be one of the most successful and cost-effective public health tools for disease prevention. However, vaccine development is time-consuming and complex, requiring a combination of specialized skills and technical capacities not readily available at a single organization. In order to facilitate access to these skills and capacities, and to promote collaborations in the European vaccine landscape, TRANSVAC2 offers high quality technical services across four different service platforms: Technology (for process development and GMP production), Immunocorrelates & Systems Biology, Animal models, and support for Clinical Trials.

TRANSVAC2 has received funding from the European Union’s Horizon 2020 research and innovation program under grant agreement N° 730964.

About LiteVax

LiteVax BV is a Dutch biopharmaceutical SME with the mission to impact global health by developing and exploiting novel immunoadjuvants to increase vaccine efficacy. New and more effective vaccines against a wide range of infectious diseases are needed as evidenced by the recent outbreaks. For further information, please contact luuk.hilgers@litevax.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com. There is no assurance that ImmunoPrecise will be successful in the development of a vaccine and/or therapeutic against the new coronavirus.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, ImmunoPrecise may not be successful in the development of any vaccine, therapy or diagnostic kits to be used in the prevention, treatment or diagnosis of SARS-CoV-2. LiteVax and ImmunoPrecise may not be able to negotiate the terms for further


development or commercialization of any product resulting from the collaboration. actual revenues and earnings for IPA being lower than anticipated, potential adverse impacts due to the global COVID-19 pandemic such as delays in regulatory review, manufacturing and clinical trials, supply chain interruptions and disruption of the global economy, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Logo : LiteVax (CNW Group/ImmunoPrecise Antibodies Ltd.)

 

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Logo: European Commission (CNW Group/ImmunoPrecise Antibodies Ltd.)


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Logo : TRANSVAC (CNW Group/ImmunoPrecise Antibodies Ltd.)

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/June2020/22/c7964.html

%SEDAR: 00005542E

For further information: Frederick Chabot, Phone: 1-438-863-7071, Email:

frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 22-JUN-20

Exhibit 99.74

LOGO

IPA Confirms Discovery of Fully Human, Potent, Neutralizing Antibodies Targeting SARS-CoV-2

IPA Announces Discovery of Functional Antibodies from Humans and Llama (VHH), Identified Using IPA Phage Display Technology

VICTORIA, BC, June 29, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE: TQB2), an experienced leader in full-service, therapeutic antibody discovery and development, today announced the identification of numerous lead candidate antibodies with highly-potent neutralizing activity in vitro, which are being manufactured for further testing and possible inclusion in the Company’s PolyTopeTM mAb Therapy to combat the COVID-19 pandemic.

On March 12th, 2020, ImmunoPrecise announced several preclinical programs currently being undertaken to assist in the efforts against SARS-CoV-2. Today’s announcement updates the Company’s progress on the development of a PolyTope mAb therapy designed to treat severely ill patients, as well as protect high-risk individuals such as those exposed to the virus, front-line workers, the elderly, and the immunocompromised.

ImmunoPrecise deployed several proprietary discovery platforms that leveraged the immune systems of humans, llama, rabbits and Ligand Pharmaceutical’s (NASDAQ:LGND) OmniAbÒ genetically engineered rats producing human antibodies. The neutralizing antibodies announced today are the result of functional screenings from the top 300 lead antibodies analyzed from the human and llama campaigns. The Company has stated that functional analysis of the remaining 1,300 lead antibodies from the rabbit and OmniAbÒ rat campaigns were performed independently, and they anticipate the release of the preliminary functional data screens from these additional programs in the near future.

“Arriving at this critical point in our preliminary research with many lead, functional therapeutic candidates is indicative of the broad scientific scope of IPA’s anti-COVID-19 programs,” stated Dr. Jennifer Bath, CEO and President of IPA. “An effective cocktail therapy for COVID-19, targeting multiple epitopes on the virus, could prove fundamental in combating this pandemic in an effective and enduring way.”

The Company’s scientific approach has led to a diverse set of lead antibody candidates, and thus far has generated many potently neutralizing antibodies to multiple epitopes, supporting the Company’s aim of generating a therapeutic that retains efficacy, even as SARS-CoV-2 continues to evolve. To further support the Company’s robust scientific approach, IPA is preparing to test these lead antibodies against additional, documented, mutated strains of the virus.

The Company anticipates pre-clinical studies will begin summer 2020.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The use of therapeutics for humans in clinical trials will require approval of the applicable government regulation agency, e.g. The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, ImmunoPrecise may not be successful in the development of any vaccine, therapy or diagnostic kits to be used in the prevention, treatment or diagnosis of SARS-CoV-2, actual revenues and earnings for IPA being lower than anticipated, potential adverse impacts due to the global COVID-19 pandemic such as delays in regulatory review, manufacturing and clinical trials, supply chain interruptions and disruption of the global economy, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

LOGO View original content to download multimedia: http://www.prnewswire.com/news-releases/ipa-confirms-discovery-of-fully-human-potent-neutralizing-antibodies-targeting-sars-cov-2-301085161.html

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2020/29/c2047.html

%SEDAR: 00005542E

For further information: ImmunoPrecise Antibodies Ltd., Jennifer Bath, CEO, Phone: 1-250-483-0308, 3204-4464 Markham Street, Victoria, BC V8Z 7X8, www.immunoprecise.com; For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 12:48e 29-JUN-20

Exhibit 99.75

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1.   Name and Address of Company
  IMMUNOPRECISE ANTIBODIES LTD.
  3204-4464 Markham Street
  Victoria, BC V8Z 7X8
  (the “Company”)
Item 2.   Date of Material Change
  June 29, 2020
Item 3.   News Release
  The news release was issued on June 29, 2020 and was disseminated by Newswire.
Item 4.   Summary of Material Change
  The Company announced the identification of numerous lead candidate antibodies with highly- potent neutralizing activity in vitro, which are being manufactured for further testing and possible inclusion in the Company’s PolyTopeTM mAb Therapy to combat the COVID-19 pandemic.
Item 5.   Full Description of Material Change
  Please refer to the Company’s news release disseminated on June 29, 2020, a copy of which is attached hereto.
Item 6.   Reliance on Subsection 7.1(2) of National Instrument 51-102
  Not applicable.
Item 7.   Omitted Information
  None.
Item 8.   Executive Officer
  For further information, please contact:
  Jennifer Bath
  Chief Executive Officer
  (250) 483-0308
Item 9.   Date of Report
  June 30, 2020


Schedule A

LOGO

IPA Confirms Discovery of Fully Human, Potent, Neutralizing Antibodies Targeting SARS-CoV-2

IPA Announces Discovery of Functional Antibodies from Humans and Llama (VHH), Identified Using IPA Phage Display Technology

VICTORIA, June 29, 2020 / - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE:TQB2), an experienced leader in full-service, therapeutic antibody discovery and development, today announced the identification of numerous lead candidate antibodies with highly-potent neutralizing activity in vitro, which are being manufactured for further testing and possible inclusion in the Company’s PolyTopeTM mAb Therapy to combat the COVID-19 pandemic.

On March 12th, 2020, ImmunoPrecise announced several preclinical programs currently being undertaken to assist in the efforts against SARS-CoV-2. Today’s announcement updates the Company’s progress on the development of a PolyTope mAb therapy designed to treat severely ill patients, as well as protect high-risk individuals such as those exposed to the virus, front-line workers, the elderly, and the immunocompromised.

ImmunoPrecise deployed several proprietary discovery platforms that leveraged the immune systems of humans, llama, rabbits and Ligand Pharmaceutical’s (NASDAQ:LGND) OmniAb® genetically engineered rats producing human antibodies. The neutralizing antibodies announced today are the result of functional screenings from the top 300 lead antibodies analyzed from the human and llama campaigns. The Company has stated that functional analysis of the remaining 1,300 lead antibodies from the rabbit and OmniAb® rat campaigns were performed independently, and they anticipate the release of the preliminary functional data screens from these additional programs in the near future.

“Arriving at this critical point in our preliminary research with many lead, functional therapeutic candidates is indicative of the broad scientific scope of IPA’s anti-COVID-19 programs,” stated Dr.


Jennifer Bath, CEO and President of IPA. “An effective cocktail therapy for COVID-19, targeting multiple epitopes on the virus, could prove fundamental in combating this pandemic in an effective and enduring way.”

The Company’s scientific approach has led to a diverse set of lead antibody candidates, and thus far has generated many potently neutralizing antibodies to multiple epitopes, supporting the Company’s aim of generating a therapeutic that retains efficacy, even as SARS-CoV-2 continues to evolve. To further support the Company’s robust scientific approach, IPA is preparing to test these lead antibodies against additional, documented, mutated strains of the virus.

The Company anticipates pre-clinical studies will begin summer 2020.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The use of therapeutics for humans in clinical trials will require approval of the applicable government regulation agency, e.g. The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

For further information: ImmunoPrecise Antibodies Ltd., Jennifer Bath, CEO, Phone: 1-250-483-0308, 3204-4464 Markham Street, Victoria, BC V8Z 7X8, www.immunoprecise.com

For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by


ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, ImmunoPrecise may not be successful in the development of any vaccine, therapy or diagnostic kits to be used in the prevention, treatment or diagnosis of SARS-CoV-2, actual revenues and earnings for IPA being lower than anticipated, potential adverse impacts due to the global COVID-19 pandemic such as delays in regulatory review, manufacturing and clinical trials, supply chain interruptions and disruption of the global economy, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

Exhibit 99.76

LOGO

Functional, Human Antibodies Targeting SARS-CoV-2 Discovered Using IPA’s Proprietary B cell Select and Single Step Cloning Hybridoma Technologies

 

   

IPA announces discovery of additional, neutralizing antibodies, developed against SARS-CoV-2, discovered using Ligand Pharmaceuticals’ genetically engineered OmniRat® strains producing human antibodies

VICTORIA, July 13, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX.V: IPA) (OTCQB: IPATF) (FSE:TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced the identification of additional, human lead candidate antibodies generated against SARS-CoV-2, also demonstrating potent in vitro neutralizing activity, discovered using the Company’s B cell Select and Single Step Cloning Hybridoma Platforms.

On June 29, IPA confirmed the identification of a series of lead candidate antibodies demonstrating potent, in vitro neutralizing activity. These functional antibodies were derived from human and llama (VHH) samples using IPA’s DeepDisplay phage technology. The Company has now added to this lead candidate pool with additional, potent neutralizing antibodies from Ligand Pharmaceuticals’ (NASDAQ:LGND) OmniRat® therapeutic human antibody platform as well as wild-type rabbits. The lead neutralizing antibodies announced in the Company’s June 29 release, as well as those announced today, are comprised primarily of fully human antibodies (from humans and OmniRat transgenic animals), which are expected to both accelerate timelines to the clinic and to increase the safety and tolerability profiles of the therapeutic candidates.

These lead neutralizing antibodies have been moved into manufacturing at the Company for further pre-clinical testing and possible inclusion in the Company’s PolyTope mAb Therapy to combat the COVID-19 pandemic. The Company is currently exploring business development opportunities with respect to is SARS-CoV-2 antibody programs. The broad range of antibodies being produced at IPA have potential for further use in areas such as additional combination therapies, control antibodies, diagnostics, singular antibody therapies, pre-clinical and clinical batch release assays, and laboratory research.

“IPA continues to advance the development of its PolyTope Therapy directed toward SARS-CoV-2 as part of an exceptionally comprehensive pre-clinical therapeutic program ongoing at the Company”, said Dr. Jennifer Bath, CEO and president of IPA, referencing the number of in vitro human samples, species, antibody formats and discovery platforms used in IPA’s study.

The Company believes that the large amount of data obtained during the development of the first PolyTope therapy should also be foundational in addressing future strains and seasonal variations of the virus, enabling IPA to rapidly formulate more effective vaccines and therapeutics to Coronavirus should the virus continue to evolve.

The high throughput technologies at IPA enable large-scale screening and analysis of natural immune systems coupled with substantial characterization data, to find antibodies that have the potential to be used to prevent and treat diseases, and aim to bring forward solutions with greater efficacy in the clinic.

The current coronavirus program has enabled IPA to showcase the breadth and agility of the Company’s customized platforms, especially as they pertain to managing complicated viral outbreaks, a serious threat to public health that most would agree the world is not prepared to manage. “The accumulating data, stemming from our commitment to scientific rigor, and the cohesive nature of our global response teams, has highlighted the value of our platforms in responding during a global pandemic”, said Dr. Jennifer Bath, CEO and President of IPA. “More than ever, innovation and experience are key. Our ability screen human samples in parallel from a multitude of sources, highlights IPA’s unique capabilities. The quality of a potential therapeutic or vaccine coming out of any program is directly related to the amount of, and quality of, data entering the program, making IPA’s approach and streamlined technologies ideally suited for undertaking research to address complicated, viral pandemics”.

The Company anticipates pre-clinical studies will begin summer 2020.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The Company’s lead antibodies against COVID-19 (or SARS-CoV-2) have not yet been studied in human clinical trials and, as a result, IPA is not making any express or implied claims that its products have been proven to have the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2020/13/c1518.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:51e 13-JUL-20

Exhibit 99.77

LOGO

IPA Announces Repayment of Remaining 2018 Debentures and $3,811,205 in Warrant Exercises

VICTORIA, BC, July 20, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, today announces that it has repaid the remaining 12.5% debentures issued in April 2018. In addition, IPA has received CAD$3,811,205 in connection with the exercise of previously issued warrants.

“Over the last two months we have strengthened our balance sheet with the oversubscribed convertible debenture financing and the receipt of approximately $3.8 million from warrant exercises,” states Jennifer Bath, Chief Executive Officer of ImmunoPrecise. “The early repayment of the 2018 debentures removed a significant short-term debt obligation.”

Of the CAD$3.8 million in warrants exercised, warrant holders exercised 875,000 warrants at CAD$1.00; 1,357,971 warrants at CAD$0.70 per share and 1,588,500 warrants were exercised at CAD$1.25 per share.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery Contract Research Organization offering species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe, for its pharmaceutical clients. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ImmunoPrecise Antibodies

SOURCE ImmunoPrecise Antibodies Ltd.


LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2020/20/c9245.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 20-JUL-20

Exhibit 99.78

LOGO

IPA Awarded US$1.5M Bioscience Innovation Grant for Coronavirus Research from the North Dakota Department of Agriculture

VICTORIA, BC, July 28, 2020 /CNW/ -IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE:TQB2), a best-in-class therapeutic antibody discovery company for the global industry, is pleased to announce that the Agriculture Commissioner Doug Goehring announced grants totaling $4.4 million have been awarded to foster the growth of bioscience industry in North Dakota in the area of coronavirus research.

ImmunoPrecise Antibodies (USA) Ltd. and its subsidiary Talem Therapeutics, LLC, received US$1.5 million for the development of antibody therapeutics against SARS-CoV-2.

“The grants will help companies’ partner, assist and develop technologies to benefit coronavirus research, virus screening technologies, antibody therapies, immunotherapies and sanitation technologies,” Goehring said.

The state Emergency Commission approved $5 million in funding from the coronavirus relief bill for coronavirus research.

The Company reports that it has also applied for federal funding to support the clinical manufacturing of the anti-SARS-CoV-2 therapeutics and that it continues to seek funds for clinical trials as well as for long-term monitoring and rapid protection against coronavirus and other emerging and infectious diseases.

“We are honored to receive this important grant from the North Dakota Department of Agriculture as our scientists work tirelessly to advance efficacious solutions for this public-health emergency,” stated Dr. Jennifer Bath, CEO of ImmunoPrecise Antibodies. “This grant will be a tremendous support to our North Dakota teams and our scientists in the discovery and development of the most promising neutralizing candidates to treat COVID.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery and development organization specializing in species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks,


assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2020/28/c0109.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:23e 28-JUL-20

Exhibit 99.79

 

LOGO

IPA’s Human Anti-SARS-CoV-2 Therapeutic Antibodies Demonstrate Synergistic Neutralization

VICTORIA, BC, July 31, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE:TQB2), a provider of best-in-class therapeutic antibody capabilities, is pleased to announce that additional characterization of a subset of fully human, therapeutic antibodies, already shown to have potent neutralizing activity, are exhibiting enhanced neutralization upon combinatorial (dual antibody) testing.

Previously, IPA confirmed the identification of numerous therapeutic antibodies derived from multiple species (human, llama, Ligand’s humanized OmniRat, and wild-type rabbits) demonstrating potent, in vitro neutralizing activity. These functional antibodies were discovered using the Company’s DeepDisplay phage technology, B Cell Select and Single Step Hybridoma platforms. The functional antibodies discovered to date bind to multiple regions of the SARS-CoV-2 spike protein. The purpose of this update is to announce the Company’s most recent advancements regarding further characterization of the first subset of antibodies, namely, those discovered using the Company’s DeepDisplay phage technology that demonstrate binding to the SARS-CoV-2 spike Receptor Binding Domain. The Company has confirmed that a subset of six of these antibodies, falling into three different epitope bins, were analyzed in combination, and resulted in clear synergistic effects, meaning their activities are in fact enhanced in combination studies resulting in near complete neutralization of SARS-CoV-2 pseudovirus infection.

“As we characterize IPA’s approximately seventy-five functional lead candidates it is clear that our extensive program has generated therapeutics with broadly diverse profiles, providing substantial opportunities for multi-epitope targeted strategies,” stated Jennifer Bath, CEO of IPA. “After selecting approximately sixteen hundred antibodies with the most desirable binding profiles to various spike protein formats, we down-selected our leads based on very specific criteria, all of which are key in our ongoing determination of ideal candidates.”

As the Company continues to screen its repository of functional antibodies, it advances the identification of synergistic neutralizing antibody pairs, which they believe will set a new precedent in the on-going fight against COVID-19.

The Company continues to further analyze multiple, additional, subsets of antibodies, including neutralizing antibodies demonstrated to bind to the S1 and S2 domains of the SARS-CoV-2 spike protein. Furthermore, the Company has begun steps for the expression of the lead antibodies for pre-clinical and clinical manufacturing.

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The Company’s lead antibodies against COVID-19 (or SARS-CoV-2) have not yet been studied in human clinical trials and, as a result, IPA is not making any express or implied claims that its products have been proven to have the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery company utilizing species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

LOGO View original content to download multimedia: http://www.prnewswire.com/news-releases/ipas-human-anti-sars-cov-2-therapeutic-antibodies-demonstrate-synergistic-neutralization-301103841.html

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2020/31/c6232.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:13e 31-JUL-20

Exhibit 99.80

 

LOGO

IPA Appoints New York Based Crescendo Communications as Investor Relations and Corporate Communications Advisor

VICTORIA, BC, Aug. 13, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE:TQB2), a provider of best-in-class therapeutic antibody capabilities announces that it has retained Crescendo Communications, LLC (“Crescendo”) as its investor relations firm to help broaden awareness of the Company within the North American financial markets.

David Waldman, President and CEO of Crescendo, commented, “ImmunoPrecise has developed a broad portfolio of therapeutic antibodies that bind to multiple regions of the SARS-CoV-2 spike protein. We are excited about the potential of these antibodies, which have already achieved nearly complete neutralization of SARS-CoV-2 in combination studies. We are honored to support the company in combatting this global pandemic and look forward to helping increase awareness within the investment community, especially in the U.S.”

The investor relations agreement is for a renewable three-month term and may be terminated by either party by giving 30 days written notice of such termination. The Company has granted Crescendo 250,000 incentive options to purchase common shares of the Company at a price of $1.50 per share for a period of 3 years. The options are subject to following vesting period: 25% at three months after the date of grant and 25% every three months thereafter. The options will be granted in accordance with the Company’s stock option plan and as set forth by TSX Venture Exchange policy. Both the options and the investor relations consulting agreement are subject to the approval of the TSX Venture Exchange

About Crescendo Communications, LLC

Crescendo Communications, LLC, headquartered in New York City with offices and affiliates in Europe and Asia, is an emerging leader within the investor relations industry. The principals of Crescendo have represented hundreds of companies across all market caps and industries. The firm was founded on a strategic and professional approach to investor relations that builds awareness of public companies through tailored outreach programs that target institutional investors, analysts, and the financial media. Our approach is centered around properly educating investors and cultivating trust in order to uphold and protect our clients’ long-term credibility and reputation on Wall Street.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a full-service, therapeutic antibody discovery company utilizing species agnostic, multi-format, characterized and engineered, human monoclonal antibodies, on an abbreviated timeframe. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its


experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

LOGO View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2020/13/c1254.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 13-AUG-20

Exhibit 99.81

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2020 AND 2019

(Expressed in Canadian Dollars)


LOGO   

Crowe MacKay LLP

 

1100 -1177 West Hastings St.

Vancouver, BC V6E 4T5

 

Main +1 (604) 687-4511

Fax   +1 (604) 687-5805

 

www.crowemackay.ca

Independent Auditor’s Report

To the Shareholders of ImmunoPrecise Antibodies Ltd.

Opinion

We have audited the consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Group”), which comprise the consolidated statements of financial position as at April 30, 2020 and April 30, 2019 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at April 30, 2020 and April 30, 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises:

 

 

Management’s Discussion and Analysis

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.


Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the 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.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

- 2 -


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Keith L. Gagnon.

“Crowe MacKay LLP”

Chartered Professional Accountants

Vancouver, Canada

August 28, 2020

 

- 3 -


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

 

 

     Note    April 30,
2020
$
    April 30,
2019
$
 

ASSETS

       

Current assets

       

Cash

        2,605,706       5,471,650  

Amounts receivable

        2,491,636       1,558,354  

Taxes receivable

        88,549       —    

Inventory

        818,643       799,542  

Unbilled revenue

        1,168,317       393,451  

Prepaid expenses

        526,591       333,702  
     

 

 

   

 

 

 
        7,699,442       8,556,699  

Restricted cash

        85,129       67,450  

Deposit on equipment

        87,847       —    

Investment

   8      118,896       90,404  

Property and equipment

   9      3,077,762       1,638,549  

Intangible assets

   6, 7, 10      8,285,392       10,226,749  

Goodwill

   6, 7      7,908,653       7,883,047  
     

 

 

   

 

 

 

Total assets

        27,263,121       28,462,898  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and accrued liabilities

        1,766,058       1,594,062  

Taxes payable

        —         27,268  

Deferred revenue

        1,474,750       724,693  

Debentures

   11      2,000,000       2,708,334  

Loans payable

   12      121,833       82,953  

Leases

   13      752,306       35,757  

Deferred acquisition payments

   6, 7      1,814,820       2,031,237  
     

 

 

   

 

 

 
        7,929,767       7,204,304  

Debenture subscriptions received

   22      313,268       —    

Loans payable

   12      190,306       28,717  

Leases

   13      1,131,744       71,320  

Deferred acquisition payments

   6, 7      1,010,620       1,032,744  

Deferred income tax liability

   21      1,601,577       2,056,738  
     

 

 

   

 

 

 
        12,177,282       10,393,823  
     

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

       

Share capital

   14      34,086,942       32,699,425  

Contributed surplus

   14      3,777,771       3,074,192  

Accumulated other comprehensive income (loss)

        (300,222     (228,060

Deficit

        (22,478,652     (17,476,482
     

 

 

   

 

 

 
        15,085,839       18,069,075  
     

 

 

   

 

 

 

Total liabilities and shareholders’ equity

        27,263,121       28,462,898  
     

 

 

   

 

 

 

Nature of operations (Note 1)

Commitments (Note 18)

Subsequent events (Notes 14 and 22)

Approved and authorized on behalf of the Board of Directors on August 26, 2020

 

            “James Kuo”             

 

Director

  

            “Greg Smith”             

 

Director

  

The accompanying notes are an integral part of these consolidated financial statements

 

5


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

     Note      2020
$
    2019
$
 

REVENUE

        14,057,927       10,926,268  

COST OF SALES

        6,023,943       5,631,634  
     

 

 

   

 

 

 

GROSS PROFIT

        8,033,984       5,294,634  
     

 

 

   

 

 

 

EXPENSES

       

Advertising

        377,728       819,250  

Amortization and depreciation

     9, 10        2,573,009       1,875,907  

Bad debt

        48,433       1,837  

Consulting fees

     15        227,036       452,196  

Foreign exchange gain

        (78,148     (117,506

Insurance

        135,444       185,099  

Interest and bank charges

        536,499       413,590  

Management fees

     15        653,154       650,574  

Office and general

        871,436       716,601  

Professional fees

     15        883,623       985,557  

Rent

        127,633       324,396  

Repairs and maintenance

        80,303       38,803  

Research and development

        446,280       485,845  

Salaries and benefits

     15        4,619,189       3,503,259  

Share-based payments

     14, 15        739,011       1,114,112  

Telephone and utilities

        50,410       47,775  

Travel

        296,342       320,293  
     

 

 

   

 

 

 
        12,587,382       11,817,588  
     

 

 

   

 

 

 

Loss before other income (expense) and income taxes

        (4,553,398     (6,522,954
     

 

 

   

 

 

 

OTHER INCOME (EXPENSE)

       

Accretion

     6, 7, 11        (899,731     (904,925

Interest and other income

     22        272,006       30,085  

Loss on settlement

     11, 14        (112,031     (214,885
     

 

 

   

 

 

 
        (739,756     (1,089,725
     

 

 

   

 

 

 

Loss before income taxes

        (5,293,154     (7,612,679

Income taxes recovery (expense)

     21        345,728       (4,788
     

 

 

   

 

 

 

NET LOSS FOR THE YEAR

        (4,947,426     (7,617,467

ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS

       

Exchange difference on translating foreign operations

        (72,162     (505,150
     

 

 

   

 

 

 

COMPREHENSIVE LOSS FOR THE YEAR

        (5,019,588     (8,122,617
     

 

 

   

 

 

 

LOSS PER SHARE – BASIC AND DILUTED

        (0.07     (0.12
     

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

        68,144,478       62,710,530  
     

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

6


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in Canadian dollars, except for share figures)

 

 

     Number of
Shares
     Share
Capital

$
    Contributed
Surplus

$
    Accumulated
Other
Comprehensive
(Loss) Income

$
    Deficit
$
    Total
$
 

Balance, April 30, 2018

     55,474,178        20,455,112       1,707,738       277,090       (9,859,015     12,580,925  

Shares issued pursuant to private placements

     9,977,500        9,802,500       —         —         —         9,802,500  

Cash issue costs and finders’ fees

     182,460        (288,504     —         —         —         (288,504

Adjustment to value of shares issued pursuant to acquisition of IPA Europe and Immulease

     —          975,045       —         —         —         975,045  

Shares issued pursuant to settlement of Debentures

     1,377,000        1,115,370       283,000       —         —         1,398,370  

Shares issued pursuant to Crossbeta settlement

     78,514        61,241       —         —         —         61,241  

Shares issued pursuant to deferred acquisition payment to IPA Europe

     714,793        507,503       —         —         —         507,503  

Shares issued pursuant to option exercise

     135,000        71,158       (30,658     —         —         40,500  

Share-based payments

     —          —         1,114,112       —         —         1,114,112  

Comprehensive loss for the year

     —          —         —         (505,150     (7,617,467     (8,122,617
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,476,482     18,069,075  

Adoption of IFRS 16 (Note 4)

     —          —         —         —         (54,744     (54,744
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, May 1, 2019

     67,939,445        32,699,425       3,074,192       (228,060     (17,531,226     18,014,331  

Shares issued pursuant to settlement of Debentures and accrued interest

     1,244,792        858,906       —         —         —         858,906  

Shares issued pursuant to option exercise

     55,000        28,990       (12,490     —         —         16,500  

Shares issued pursuant to warrant exercise

     680,971        499,621       (22,942     —         —         476,679  

Share-based payments

     —          —         739,011       —         —         739,011  

Comprehensive loss for the year

     —          —         —         (72,162     (4,947,426     (5,019,588
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2020

     69,920,208        34,086,942       3,777,771       (300,222     (22,478,652     15,085,839  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

7


IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

     2020
$
    2019
$
 

Operating activities:

    

Net loss for the year

     (4,947,426     (7,617,467

Items not affecting cash:

    

Amortization and depreciation

     3,408,347       2,263,284  

Deferred income taxes

     (455,161     (578,969

Accretion

     899,731       922,575  

Interest expense settled in shares

     46,875       —    

Foreign exchange

     (48,018     (105,656

Change in fair value of investment

     (28,492     —    

Loss on settlement

     112,031       214,885  

Share-based payments

     739,011       1,114,112  
  

 

 

   

 

 

 
     (273,102     (3,787,236

Changes in non-cash working capital related to operations:

    

Amounts receivable

     (933,282     102,114  

Inventory

     (23,392     289,524  

Unbilled revenue

     (774,866     167,319  

Prepaid expenses

     (192,889     8,934  

Accounts payable and accrued liabilities

     171,996       (421,673

Taxes payable and receivable

     (115,817     27,268  

Deferred revenue

     750,057       407,154  
  

 

 

   

 

 

 

Net cash used in operating activities

     (1,391,295     (3,206,596
  

 

 

   

 

 

 

Investing activities:

    

Purchase of equipment

     (373,753     (645,058

Deposit on equipment

     (87,847     —    

Internally generated development costs

     (114,042     —    

Deferred acquisition payment

     (1,007,435     (1,556,754
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,583,077     (2,201,812
  

 

 

   

 

 

 

Financing activities:

    

Proceeds on share issuance

     493,179       9,843,000  

Share issuance costs

     —         (288,504

Debenture subscriptions received

     313,268       —    

Repayment of leases

     (657,215     (23,912

Proceeds from loans

     283,328       200,000  

Loan repayments

     (82,859     (378,775

Repayment of debentures

     (175,000     —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     174,701       9,351,809  
  

 

 

   

 

 

 

(Decrease) increase in cash during the year

     (2,799,671     3,943,401  

Foreign exchange

     (48,594     (210,434

Cash – beginning of the year

     5,539,100       1,806,133  
  

 

 

   

 

 

 

Cash – end of the year

     2,690,835       5,539,100  
  

 

 

   

 

 

 

Cash is comprised of:

    

Cash

     2,605,706       5,471,650  

Restricted cash

     85,129       67,450  
  

 

 

   

 

 

 
     2,690,835       5,539,100  
  

 

 

   

 

 

 

Cash paid for interest

     300,868       371,262  

Cash paid for income tax

     238,426       415,144  
  

 

 

   

 

 

 

Supplemental cash flow information (Note 20)

    

The accompanying notes are an integral part of these consolidated financial statements

 

8


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

1.

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $4,947,426 for the year ended April 30, 2020 and has accumulated a deficit of $22,478,652 as at April 30, 2020. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations.

In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

 

2.

BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and include the significant accounting policies as described in Note 3.

These consolidated financial statements were approved by the Board of Directors for issue on August 26, 2020.

(b) Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

 

9


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

(c) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:

 

Name of Subsidiary

   % Equity
Interest - 2020
    % Equity
Interest - 2019
    Country of
Incorporation

ImmunoPrecise Antibodies (Canada) Ltd.

     100     100   Canada

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA

     0     100   USA

ImmunoPrecise Antibodies (USA) Ltd., incorporated in Delaware, USA

     100     0   USA

ImmunoPrecise Antibodies (N.D.) Ltd.

     100     100   USA

ImmunoPrecise Antibodies (MA) LLC

     100     100   USA

Talem Therapeutics LLC

     100     100   USA

U-Protein Express B.V. (“U-Protein”)

     100     100   Netherlands

ImmunoPrecise Netherlands B.V.

     100     100   Netherlands

ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)

     100     100   Netherlands

Immulease B.V. (“Immulease”)

     100     100   Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

The Company incorporated a new subsidiary, ImmunoPrecise Antibodies (USA) Ltd. in Delaware, USA on September 11, 2019. ImmunoPrecise Antibodies (USA) Ltd., incorporated in Nevada, USA, was dissolved on November 4, 2019.

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

 

10


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

 

3.

SIGNIFICANT ACCOUNTING POLICIES

Business combination

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, Financial Instruments: Recognition and Measurement or IAS 37, Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies:

Revenue from sale of antibodies 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.

 

11


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

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.

Contract revenue:

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 when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized on a completed contract basis when the customers are satisfied with the service at the end of the contract.

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

Cost of sales:

Cost of sales includes materials, direct labour, and allocation of overhead including depreciation of lab equipment.

Financial instruments

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. 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 FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Measurement

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

12


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

Government assistance

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year’s expenses when the related expenditures are incurred.

Inventory

Inventory consists of supplies, parts and antibodies and is valued at the lower of average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the following terms:

 

Asset

   Basis     

Term

Lab equipment

     Straight line      5 years

Furniture and equipment

     Straight line      5 years

Computer hardware

     Straight line      2 years

Computer software

     Straight line      1 year

Building

     Straight line      Remaining term of the property lease

Automobile

     Straight line      4 years

Leasehold improvements

     Straight line      Remaining term of the lease plus the first renewal option

 

13


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognised.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment. Goodwill is reported at cost less any impairment.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in in profit or loss and are not reversed.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less selling costs or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has

 

14


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

Income taxes

Income taxes are recognized in the statement of comprehensive income (loss), except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment.

Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company’s common shares are classified as equity instruments.

 

15


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

 

16


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

4.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

 

5.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

 

17


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2020 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on hgarristorical data from both internal and external sources. Weighted average costs of capital of 16.33% and 12.26%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

 

18


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination required management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company used valuation techniques, which were based on forecasted future net cash flows discounted to present value, and also relied on work performed by third-party valuation specialists. These valuations were closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

 

6.

ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

19


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.2% was used. The changes in the value of the deferred payments during the years ended April 30, 2020 and 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,408,205  

Accretion expense

     244,915  

Payment

     (1,049,754

Foreign exchange

     (40,670
  

 

 

 

Balance, April 30, 2019

     1,562,696  

Accretion expense

     350,137  

Payment

     (1,007,435

Foreign exchange

     26,130  
  

 

 

 

Balance, April 30, 2020

     931,528  
  

 

 

 

 

7.

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments are made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total

 

20


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe. The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 14% was used. The changes in the value of the deferred payments during the years ended April 30, 2020 and 2019 are as follows:

 

     $  

Balance, April 30, 2018

     2,403,954  

Change in estimate of fair value

     (34,258

Accretion expense

     232,418  

Payment

     (1,014,503

Foreign exchange

     (86,326
  

 

 

 

Balance, April 30, 2019

     1,501,285  

Accretion expense

     382,928  

Foreign exchange

     9,699  
  

 

 

 

Balance, April 30, 2020

     1,893,912  
  

 

 

 

 

8.

INVESTMENT

Investment consists of a 29% (2019 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded using the equity method, being the best approximation of the investment’s fair value, resulting in a change in fair value of $28,492 recognized in other income. Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

 

21


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

9.

PROPERTY AND EQUIPMENT

 

     Computer
Hardware
    Furniture &
Equipment
    Computer
Software
    Building     Automobile      Leasehold
Improvements
    Lab
Equipment
    Total  
     $     $     $     $     $      $     $     $  

Cost:

                 

Balance, April 30, 2018

     93,813       98,527       12,373       —         —          393,421       2,787,105       3,385,239  

Acquired on acquisition of IPA Europe

     —         —         30,974       —         —          —         —         30,974  

Additions

     17,184       12,538       87,821       —         —          —         612,046       729,589  

Foreign exchange

     —         —         (1,153     —         —          —         (30,141     (31,294
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     110,997       111,065       130,015       —         —          393,421       3,369,010       4,114,508  

IFRS 16 transition adjustment

     —         —         —         1,668,533       —          —         —         1,668,533  

Additions

     16,999       —         —         905,225       48,997        6,495       350,260       1,327,976  

Disposals

     (73,697     (75,052     (80,193     (196,325     —          (49,221     (633,152     (1,107,640

Foreign exchange

     —         —         97       6,166       972        —         12,367       19,602  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2020

     54,299       36,013       49,919       2,383,599       49,969        350,695       3,098,485       6,022,979  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated Depreciation:

                 

Balance, April 30, 2018

     70,883       70,218       8,299       —         —          102,052       1,552,418       1,803,870  

Depreciation

     17,252       15,418       40,533       —         —          103,764       500,194       677,161  

Foreign exchange

     —         —         (43     —         —          —         (5,029     (5,072
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     88,135       85,636       48,789       —         —          205,816       2,047,583       2,475,959  

Depreciation

     23,016       7,194       66,198       696,948       7,145        69,273       497,409       1,367,183  

Disposals

     (73,697     (75,052     (80,193     —         —          (49,221     (633,152     (911,315

Foreign exchange

     —         —         170       3,366       142        —         9,712       13,390  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, April 30, 2020

     37,454       17,778       34,964       700,314       7,287        225,868       1,921,552       2,945,217  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net Book Value:

                 

April 30, 2019

     22,862       25,429       81,226       —         —          187,605       1,321,427       1,638,549  

April 30, 2020

     16,845       18,235       14,955       1,683,285       42,682        124,827       1,176,933       3,077,762  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

10.

INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes have a useful life of 5 years. The internally generated development costs will commence amortizing once the development process is ready to be used. The changes in the value of the intangible assets during the years ended April 30, 2020 and 2019 are as follows:

 

     Internally
Generated
Development
Costs
     Intellectual
Property
    Proprietary
Processes
    Certifications     Total  
     $      $     $     $     $  

Cost:

           

Balance, April 30, 2018

     —          4,270,229       —         —         4,270,229  

Acquired on acquisition of

           

IPA Europe

     —          —         6,159,755       145,108       6,304,863  

Reclassification adjustment

     —          —         1,809,518       —         1,809,518  

Foreign exchange

     —          (125,004     (229,263     (5,401     (359,668
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2019

     —          4,145,225       7,740,010       139,707       12,024,942  

Additions

     114,042        —         —         —         114,042  

Foreign exchange

     533        13,464       25,140       454       39,591  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 30, 2020

     114,575        4,158,689       7,765,150       140,161       12,178,575  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

22


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Accumulated Amortization:

            

Balance, April 30, 2018

     —          227,746       —         —          227,746  

Amortization

     —          416,890       1,169,233       —          1,586,123  

Foreign exchange

     —          (9,035     (6,641     —          (15,676
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance, April 30, 2019

     —          635,601       1,162,592       —          1,798,193  

Amortization

     —          406,334       1,634,830       —          2,041,164  

Foreign exchange

     —          11,600       42,226       —          53,826  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance, April 30, 2020

     —          1,053,535       2,839,648       —          3,893,183  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Net Book Value:

            

April 30, 2019

     —          3,509,624       6,577,418       139,707        10,226,749  

April 30, 2020

     114,575        3,105,154       4,925,502       140,161        8,285,392  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

During fiscal year 2020, the Company reviewed the cost of the acquired phage libraries and identified the need to create an additional human phage library. This resulted in bifurcating the cost of the phage library into the costs to develop the proprietary process to create a phage library and the cost of the phage library acquired (Inventory). Accordingly, a reclassification was made between Inventory and Proprietary Processes resulting in an increase in the cost of the Proprietary Processes by $1,809,518.

 

11.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures were unsecured, bore interest at a rate of 10% per annum, payable semi-annually, and were due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

 

23


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

On September 26, 2019, the Company modified the terms of $2,750,000 Debentures to extend the due date by 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increased the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares. The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031. $50,000 of the Debentures were paid on maturity. The maturity date of the remaining Debentures of $2,000,000 was extended to September 26, 2020. The Company repaid the remaining balance of $2,000,000 plus interest subsequent to year-end.

During the year ended April 30, 2020, the Company recorded accretion expense of $166,666 (2019 – $427,592). The changes in the value of the Debentures during the years ended April 30, 2020 and 2019 are as follows:

 

     $  

Balance, April 30, 2018

     3,489,397  

Accretion expense

     427,592  

Settlement of debentures

     (1,208,655
  

 

 

 

Balance, April 30, 2019

     2,708,334  

Accretion expense

     166,666  

Repayment

     (175,000

Settlement of debentures

     (700,000
  

 

 

 

Balance, April 30, 2020

     2,000,000  
  

 

 

 

 

12.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan is secured by certain equipment, bears an interest rate of 4% per annum and is repayable in monthly installments of €2,250. The interest is owed per month in arrears. The principal outstanding at April 30, 2020 is €4,500 (CAD$6,797) (2019 – €31,500 (CAD$47,423)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at April 30, 2020 is €14,575 (CAD$22,014) (2019 – €34,675 (CAD$52,203)).

On April 5, 2018, the Company assumed loans payable of €74,000 (CAD$115,713) as a result of the acquisition of Immulease. On May 18, 2016, Immulease entered into a credit facility agreement pursuant to which the lender provided a facility amount of up to €200,000. The credit facility was unsecured, bore an interest rate of 3% per annum and was repayable on demand. The interest was owed per month in arrears. The principal outstanding at April 30, 2020 is €nil (CAD$nil) (2019 – €8,000 (CAD$12,044)).

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

 

24


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

On April 15, 2020, the Company was approved for a US$209,000 loan under the Payroll Protection Program (“PPP”) administered by the U.S. Small Business Administration. The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by the Company to cover payroll costs (including benefits), with up to 25% allowed for rent and utilities, during the eight-week period following the loan origination date. The Company expects to meet the requirements for full loan forgiveness.

 

     $  

Balance, April 30, 2018

     290,445  

Loan proceeds

     200,000  

Loan repayments and foreign exchange

     (378,775
  

 

 

 

Balance, April 30, 2019

     111,670  

Loan proceeds

     283,328  

Loan repayments and foreign exchange

     (82,859
  

 

 

 

Balance, April 30, 2020

     312,139  

Current portion

     (121,833
  

 

 

 

Non-current portion

     190,306  
  

 

 

 

 

13.

LEASES

The Company entered into certain equipment and automobile leases expiring between 2021 and 2023 with interest rates of between 8% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018 and May 2018. With the adoption of IFRS 16, Leases (see Note 4), the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at April 30, 2020 and 2019 are as follows:

 

     April 30,
2020

$
     April 30,
2019

$
 

Equipment under lease in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.

     71,222        107,077  

Automobile under lease in monthly instalments of $1,155 with an interest rate of 8% per annum and an end date of September 2023.

     43,330        —    

Right-of-use asset from office lease repayable in monthly instalments of $9,602 and an interest rate of 8% per annum and an end date of May 2021. The obligation includes an early termination fee of $15,981.

     135,230        —    

Right-of-use asset from office lease repayable in monthly instalments of $16,445 and an interest rate of 8% per annum and an end date of December 2022.

     475,727        —    

Right-of-use asset from office lease repayable in monthly instalments of $23,236 and an interest rate of 8% per annum and an end date of December 2022.

     673,235        —    

Right-of-use asset from office lease repayable in monthly instalments of $13,891 to $21,015 and an interest rate of 8% per annum and an end date of April 2023.

     485,307        —    

Current portion

     (752,306      (35,757
  

 

 

    

 

 

 

Non-current portion

     1,131,744        71,320  
  

 

 

    

 

 

 

 

 

25


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

As at April 30, 2020, the Company’s lab equipment and automobile include a net carrying amount of $77,285 (2019 – $104,014) for the leased equipment and $42,682 (2019 – $nil) for the leased automobile. The net carrying amount of the right-of-use assets from office lease obligation is $1,683,285 (2019 – $nil).

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:

 

     $  

2021

     849,255  

2022

     714,898  

2023

     513,051  

2024

     5,774  
  

 

 

 

Total minimum lease payments

     2,082,978  

Less: imputed interest

     (198,928
  

 

 

 

Total present value of minimum lease payments

     1,884,050  

Less: Current portion

     (752,306
  

 

 

 

Non-current portion

     1,131,744  
  

 

 

 

 

14.

SHARE CAPITAL

a) Authorized:

Unlimited common shares without par value.

b) Share capital transactions:

2019 Transactions

On June 19, 2018, the Company closed a non-brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.00 for a period of one year from the date of issue. The Company has the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. All of the proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company has the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. All of the

 

26


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

proceeds have been allocated to the common shares issued with a $nil value assigned to the warrants issued. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all of the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in the year ended April 30, 2019.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit (Note 11). Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred payment to IPA Europe (Note 7). The common shares were valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500. A value of $30,658 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.05.

2020 Transactions

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares (Note 11). The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031.

During the year ended April 30, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500. A value of $12,490 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.69.

During the year ended April 30, 2020, the Company issued 680,971 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $476,679. A value of $22,942 was transferred from contributed surplus to share capital as a result.

c) Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to five years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.

 

27


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

On September 24, 2018, the Company granted 95,000 stock options, exercisable at $0.95 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $67,402 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.60%, and an expected life of 5 years.

On November 7, 2018, the Company granted 300,000 stock options, exercisable at $0.82 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $184,658 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On December 31, 2018, the Company granted 1,250,000 stock options, exercisable at $1.00 per option, to officers and directors of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $625,485 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On January 11, 2019, the Company granted 415,000 stock options, exercisable at $1.00 per option, to officers and an employee of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $228,801 using the Black-Scholes option pricing model and the following assumptions: dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 2.20%, and an expected life of 5 years.

On October 3 2019, the Company granted 250,000 stock options, exercisable at $0.475 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $86,395 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 200,000 stock options, exercisable at $1.00 per option, to a consultant of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $32,096 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.56%, and an expected life of 2 years.

On October 3, 2019, the Company granted 150,000 stock options, exercisable at $0.50 per option, to a director of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $53,326 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 65,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $14,627 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.54%, and an expected life of 2.96 years.

 

28


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

On April 3, 2020, the Company granted 55,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $20,582 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.69, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.75%, and an expected life of 3 years.

On April 29, 2020, the Company granted 250,000 stock options, exercisable at $0.76 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $129,340 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.76, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.38%, and an expected life of 3.93 years.

Expected volatility was based on the historical volatility of similar companies.

During the year ended April 30, 2020 the Company has recorded $739,011 (2019 - $1,114,112) of share-based payments expense.

The changes in the stock options for the years ended April 30, 2020 and 2019 are as follows:

 

     Number of
options

#
     Weighted
average
exercise price

$
     Weighted
average life
remaining
(years)
 

Balance, April 30, 2018 (outstanding)

     4,871,666        0.68        4.20  

Granted

     2,060,000        0.97        —    

Exercised

     (135,000      0.30        —    

Expired

     (200,000      1.24        —    

Forfeited

     (1,293,333      0.71        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019 (outstanding)

     5,303,333        0.78        3.87  

Granted

     970,000        0.73        —    

Exercised

     (55,000      0.30        —    

Forfeited

     (903,333      0.73        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2020 (outstanding)

     5,315,000        0.77        3.03  

Unvested

     (1,193,333      0.76        3.85  
  

 

 

    

 

 

    

 

 

 

Exercisable, April 30, 2020

     4,121,667        0.80        2.79  
  

 

 

    

 

 

    

 

 

 

 

29


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Details of the options outstanding as at April 30, 2020 are as follows:

 

Expiry Date

   Exercise
price

$
     Remaining
life

(year)
     Options
outstanding
    Unvested      Vested  

October 1, 2021

     1.00        1.42        200,000       —          200,000  

December 20, 2021

     0.30        1.64        550,000 (1)      —          550,000  

September 18, 2022

     1.01        2.39        950,000 (2)      —          950,000  

January 3, 2023

     0.65        2.68        250,000       —          250,000  

February 7, 2023

     0.47        2.78        700,000       —          700,000  

April 3, 2023

     1.01        2.93        55,000       55,000        —    

September 24, 2023

     0.95        3.40        95,000       —          95,000  

November 7, 2023

     0.82        3.52        300,000 (3)      100,000        200,000  

December 31, 2023

     1.00        3.67        1,250,000       416,666        833,334  

January 7, 2024

     0.76        3.69        300,000 (4)      100,000        200,000  

January 11, 2024

     1.00        3.70        15,000       5,000        10,000  

April 1, 2024

     0.76        3.92        250,000       250,000        —    

October 1, 2024

     0.475        4.42        250,000       166,667        83,333  

October 3, 2024

     0.50        4.43        150,000       100,000        50,000  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
     0.77        3.03        5,315,000       1,193,333        4,121,667  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) 

65,000 of these stock options have been exercised subsequent to April 30, 2020.

(2) 

62,500 of these stock options have been exercised subsequent to April 30, 2020.

(3) 

200,000 of these stock options have been exercised subsequent to April 30, 2020.

(4) 

These options were amended during the year from an exercise price of $1.00 to $0.76.

d) Warrants

The changes in the warrants for the years ended April 30, 2020 and 2019 are as follows:

 

     Number of
warrants

#
     Weighted average
exercise price

$
     Weighted average
life remaining
(years)
 

Balance, April 30, 2018

     6,378,000        0.70        3.93  

Issued

     11,354,500        1.23        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2019

     17,732,500        1.04        1.90  

Exercised

     (675,000      0.70        —    
  

 

 

    

 

 

    

 

 

 

Balance, April 30, 2020

     17,057,500        1.05        0.91  
  

 

 

    

 

 

    

 

 

 

Details of the warrants outstanding as at April 30, 2020 are as follows:

 

Expiry Date

   Exercise price
$
     Remaining
life

(year)
     Warrants
outstanding
 

March 26, 2022

     0.70        1.90        5,703,000 (1) 

June 18, 2020

     1.00        0.13        875,000 (2) 

September 24, 2020

     1.25        0.40        9,102,500 (3) 

October 25, 2020

     1.25        0.49        1,377,000 (4) 
  

 

 

    

 

 

    

 

 

 
     1.04        0.91        17,057,500  
  

 

 

    

 

 

    

 

 

 

 

(1) 

705,000 of these warrants have been exercised subsequent to April 30, 2020.

(2) 

During the year ended April 30, 2020, the expiry date of these warrants was extended from June 18, 2019 to June 18, 2020. All of these warrants have been exercised subsequent to April 30, 2020.

(3) 

1,721,000 of these warrants have been exercised subsequent to April 30, 2020.

(4) 

115,000 of these warrants have been exercised subsequent to April 30, 2020.

 

30


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

  e)

Finder’s Warrants

The changes in the finder’s warrants for the years ended April 30, 2020 and 2019 are as follows:

 

     Number of
warrants

#
    Weighted average
exercise price

$
     Weighted average
life remaining
(years)
 

Balance, April 30, 2018 and 2019

     415,942       0.70        2.91  

Exercised

     (5,971     0.70        —    
  

 

 

   

 

 

    

 

 

 

Balance, April 30, 2020

     409,971 (1)      0.70        1.90  
  

 

 

   

 

 

    

 

 

 

 

(1) 

22,000 of these warrants have been exercised subsequent to April 30, 2020.

As at April 30, 2020, the Company has 409,971 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

 

15.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, Chief Business Officer; Dr. Yasmina Abdiche, Chief Scientific Officer; Charles Wheelock, former Chief Technology Officer; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a former Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the years ended April 30, 2020 and 2019, the compensation for key management is as follows:

 

     2020
$
     2019
$
 

Consulting fees

     —          7,292  

Management fees

     178,863        394,126  

Professional fees

     —          59,263  

Salaries and other short-term benefits

     2,052,465        995,855  

Severance

     —          87,500  

Share-based payments

     632,279        770,928  
  

 

 

    

 

 

 
     2,863,607        2,314,964  
  

 

 

    

 

 

 

At April 30, 2020, included in accounts payable and accrued liabilities is $412,188 (2019 - $nil) due to related parties.

During the year ended April 30, 2020, the spouse of a former Director provided administrative services for $nil (2019 – $54,225).

During the year ended April, 30, 2020, a company controlled by Martin Hessing, a former Director of U-Protein, sold certain equipment to U-Protein for a cash consideration of €25,000.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

 

31


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

16.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of credit facilities and shareholders’ equity.

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

 

17.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its value under the equity method was the best approximation of its fair value. As at April 30, 2020, the Company believes that the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

Concentration of risk:

Industry

The Company operates in the contract research organization sector and is affected by general economic trends. A decline in economic conditions, research spending or other adverse conditions could lead to reduced revenue.

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2020, all of the Company’s cash was held with tier one banks. The Company has evaluated amounts receivable and determined that there were no material allowances for doubtful accounts at April 30, 2020 and 2019. During the year ended April 30, 2020 the Company incurred bad debt expense of $48,433 (2019 - $1,837).

 

32


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3556 at April 30, 2020, and the Euro and Canadian dollar, which was translated at 1.51039 at April 30, 2020. Fluctuations in the exchange rate could impact profitability.

At April 30, 2020, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

 

     Euros
(€)
     US Dollars
(US $)
 

Cash

     1,246,018        452,226  

Amounts receivable

     752,224        906,428  

Investment

     78,719        —    
  

 

 

    

 

 

 
     2,076,961        1,358,654  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

     (642,781      (570,253

Loans payable

     (19,075      (209,000

Deferred acquisition payments

     (1,870,669      —    
  

 

 

    

 

 

 
     (2,532,525      (779,253
  

 

 

    

 

 

 

Net

     (455,564      579,401  
  

 

 

    

 

 

 

For the year ended April 30, 2020, a 5% increase in foreign exchange rates by the Canadian dollar relative to the US dollar would have decreased other comprehensive income (loss) by approximately $39,000.

For the year ended April 30, 2020, a 5% increase in foreign exchange rates by the Canadian dollar relative to the Euro would have decreased other comprehensive income (loss) by approximately $34,000.

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its debt obligations and to fund general and administrative costs.

Contractual cash flow requirements as at April 30, 2020 were as follows:

 

     < 1
year
$
     1 – 2
years
$
     2 – 5
years
$
     >5
years
$
     Total
$
 

Accounts payable and accrued liabilities

     1,766,058        —          —          —          1,766,058  

Loans payable

     121,833        190,306        —          —          312,139  

Deferred acquisition payments(1)

     1,546,088        506,538        —          —          2,052,626  

Leases

     849,255        714,898        518,825        —          2,082,978  

Debentures

     2,000,000        —          —          —          2,000,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,283,234        1,411,742        518,825        —          8,213,801  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

$1,016,112 aggregate payments not included in this table are to be settled by issuance of shares.    

 

33


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

18.

COMMITMENTS

The Company entered into a lease for a piece of equipment for its Victoria, BC, Canada laboratory space on April 29, 2020. The lease commenced on May 15, 2020 with a 36 month term. The monthly lease payment is USD$15,829. The Company has a right to purchase the equipment at fair market value at the end of the lease term.

 

19.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At April 30, 2020 and 2019, the Company has one reportable segment, being antibody production and related services.

During the year ended April 30, 2020, the Company had sales to nil (2019 - nil) customer who in aggregate accounted for more than 10% (2019 – 10%) of revenue.

The Company’s revenues are allocated to geographic segments for the years ended April 30, 2020 and 2019 as follows:

 

     2020
$
     2019
$
 

United States of America

     5,949,014        3,849,814  

Canada

     714,764        859,445  

Europe

     6,114,674        5,796,501  

Other

     1,279,475        420,508  
  

 

 

    

 

 

 
     14,057,927        10,926,268  
  

 

 

    

 

 

 

The Company’s revenues are allocated according to revenue types for the years ended April 30, 2020 and 2019 as follows:

 

     2020
$
     2019
$
 

Project revenue

     13,195,074        10,497,257  

Product sales revenue

     739,283        204,503  

Cryo storage revenue

     123,570        224,508  
  

 

 

    

 

 

 
     14,057,927        10,926,268  
  

 

 

    

 

 

 

The Company’s non-current assets are allocated to geographic segments as at April 30, 2020 and 2019 as follows:

 

     April 30,
2020

$
     April 30,
2019

$
 

North America

     1,429,210        986,323  

Netherlands

     18,134,469        18,919,876  
  

 

 

    

 

 

 
     19,563,679        19,906,199  
  

 

 

    

 

 

 

 

34


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

Geographic segmentation of the Company’s net loss is as follows:

 

     2020
$
     2019
$
 

North America - Corporate

     (4,226,844      (6,524,410

North America

     (683,039      (293,351

Netherlands

     (37,543      (799,706
  

 

 

    

 

 

 
     (4,947,426      (7,617,467
  

 

 

    

 

 

 

Geographic segmentation of the interest and accretion, and amortization and depreciation is as follows:

 

Interest and accretion

   2020
$
     2019
$
 

North America - Corporate

     856,872        1,278,144  

North America

     85,942        31,565  

Netherlands

     493,416        8,806  
  

 

 

    

 

 

 
     1,436,230        1,318,515  
  

 

 

    

 

 

 

Amortization and depreciation

   2020
$
     2019
$
 

North America - Corporate

     125,300        28,385  

North America

     498,595        330,408  

Netherlands

     2,784,452        1,904,491  
  

 

 

    

 

 

 
     3,408,347        2,263,284  
  

 

 

    

 

 

 

 

20.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions:

   April 30,
2020

$
     April 30,
2019

$
 

Debt settlement by issuance of shares and warrants

     858,906        1,398,370  

Crossbeta settlement by issuance of shares

     —          61,241  

Acquisition of building and equipment by capital lease

     2,622,756        84,531  

Fair value of shares issued pursuant to acquisition of IPA Europe

     —          975,045  

Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe

     —          507,503  

 

35


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

The following changes in liabilities arose from financing activities:

 

                  Non-cash changes        
     April 30,
2019

$
     Cash Flows
$
    Acquisition
$
    Settlement
/ Disposal

$
    Accretion
$
     Foreign
exchange
movements
and
change in
estimates

$
    April 30,
2020

$
 

Deferred acquisition payments

     3,063,981        (1,007,435     —         —         733,065        35,829       2,825,440  

Debentures

     2,708,334        (175,000     —         (700,000     166,666        —         2,000,000  

Debenture subscriptions received

     —          313,268       —         —         —          —         313,268  

Loans payable

     111,670        200,469       —         —         —          —         312,139  

Leases

     107,077        (657,215     2,677,500       (196,325     —          (46,987     1,884,050  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

     5,991,062        (1,325,913     2,677,500       (896,325     899,731        (11,158     7,334,897  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
                  Non-cash changes        
     April 30,
2018

$
     Cash Flows
$
    Settlement
by issuance
of shares

$
    Acquisition
$
    Accretion
$
     Foreign
exchange
movements
and
change in
estimates

$
    April 30,
2019

$
 

Deferred acquisition payments

     4,812,159        (1,556,754     (507,503     —         477,333        (161,254     3,063,981  

Debentures

     3,489,397        —         (1,208,655     —         427,592        —         2,708,334  

Loans payable

     290,445        (178,775     —         —         —          —         111,670  

Leases

     46,458        (23,912     —         84,531       —          —         107,077  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

     8,638,459        (1,759,441     (1,716,158     84,531       904,925        (161,254     5,991,062  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

21.

INCOME TAXES

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2019 - 27%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

 

     2020
$
     2019
$
 

Earnings (loss) before income taxes

     (5,293,154      (7,612,679
  

 

 

    

 

 

 

Income taxes (recovery) on earnings before income taxes, at above basic rate

     (1,429,000      (2,055,000

Increase (decrease) in taxes resulting from:

     

Nondeductible expenses

     383,000        414,000  

Effects of tax rate change and foreign exchange

     (64,000      —    

Tax rate difference by jurisdiction

     55,000        12,000  

Tax benefits not recognized

     709,000        1,634,000  
  

 

 

    

 

 

 

Income taxes (recovery)

     (346,000      5,000  
  

 

 

    

 

 

 

 

36


IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2020 and 2019

(Expressed in Canadian Dollars)

 

 

     2020
$
     2019
$
 

Current income taxes

     109,000        476,000  

Deferred income taxes (recovery)

     (455,000      (471,000
  

 

 

    

 

 

 

Income taxes (recovery)

     (346,000      5,000  
  

 

 

    

 

 

 

Temporary differences give rise to the following deferred income tax assets and liabilities:

 

     2020
$
     2019
$
 

Non-capital losses carried forward (expire from 2026 to 2039)

     3,721,000        3,668,000  

Other tax pools

     1,468,000        1,896,000  

Capital losses carried forward

     148,000        129,000  

Equipment and leasehold improvements

     66,000        (19,000

Inventory and intangible assets

     (1,608,000      (2,057,000

Financing costs

     152,000        175,000  

Less: unrecognized deferred income tax asset

     (5,549,000      (5,849,000
  

 

 

    

 

 

 

Deferred income tax liability

     (1,602,000      (2,057,000
  

 

 

    

 

 

 

 

22.

SUBSEQUENT EVENTS

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2,592,000. On May 27, 2020, the Company issued an additional $35,000 of the 10% New Debentures. In total, the Company issued $2,627,000 of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable annually. The maturity date is May 15, 2022 for $2,592,000 of the New Debentures and May 22, 2022 for $35,000 of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $0.85 per share. The Company may force convert the principal amount of the New Debentures at $0.85 per share if the average closing price is equal to or greater than $1.50 for 20 trading days. The Company paid finders cash commissions totalling $44,750.

In advance of the closing of the New Debentures, the Company has received $313,268 of the proceeds as at April 30, 2020.

Subsequent to April 30, 2020, ImmunoPrecise Antibodies (USA) Ltd. and its subsidiary Talem Therapeutics, LLC (Subgrantee), was awarded a grant of USD$1.5 million by the ND Department of Agriculture through the CARES Act ND Bioscience Group Program for the development of antibody therapeutics against SARS-CoV- 2. The total grant project cost is USD$2M for which the Subgrantee’s must contribute an amount not less than 25% of the grant project cost or USD$500,000. The amount earned for the year ended April 30, 2020 of approximately USD$158,000 has been accrued and recorded in other income.

Subsequent to April 30, 2020, the Company made the second deferred payment pursuant to the acquisition of IPA Europe and Immulease, by making a cash payment of €335,555 (CAD$518,533) and issuing 664,163 common shares of the Company with a fair value of $511,406.

Subsequent to April 30, 2020, the Company granted 250,000 stock options at a price of $1.50 per share for a period of 3 years. The options are subject to following vesting period: 25% at three months after the date of grant and 25% every three months thereafter.

 

37

Exhibit 99.82

FORM 13-501F1

CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS –

PARTICIPATION FEE

MANAGEMENT CERTIFICATION

 

I, Lisa Helbling                    , 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.
   

Lisa Helbling, Chief Financial Officer                        

   August 28, 2020
    

 

Name:

   Date:

Title:

    

 

Reporting Issuer Name:

       ImmunoPrecise Antibodies Ltd.       

End date of previous financial year:

               April 30, 2020               

Type of Reporting Issuer:

  

[x] Class 1 reporting

  

[    ] Class 3B reporting

  

issuer

  

issuer

Highest Trading Marketplace:

               TSX Venture               

Market value of listed or quoted equity securities:

  

Equity Symbol

             IPA             

1st Specified Trading Period (dd/mm/yy)

       05/01/19       to               31/07/19      

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

 

$                             0.5900

marketplace

    

(i)


Number of securities in the class or series of such

security outstanding at the end of the last trading day of

                       67,989,445  

the specified trading period

      (ii)                                  
      (i) x (ii)            $            40,113,772.55  

Market value of class or series

      (A)                                  

2nd Specified Trading Period (dd/mm/yy)

              01/08/19             to          31/10/19        

 

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

      $                        0.6000  
      (iii)                                  

Number of securities in the class or series of such

security outstanding at the end of the last trading day of

                       67,994,445  
the specified trading period       (iv)                                  
      (iii) x (iv)            $                40,796,667  

Market value of class or series

      (B)                                  

3rd Specified Trading Period (dd/mm/yy)

              01/11/19             to          31/01/20        

 

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

      $                        0.5700  
      (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

                       67,994,445  
      (vi)                                  
      (v) x (vi)            $            38,756,833.65  

Market value of class or series

      (C)                                  


4th Specified Trading Period (dd/mm/yy)

  

        01/02/20          to        30/04/20        

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

   $                      0.7700

marketplace

  

(vii)                                 

Number of securities in the class or series of such

  

security outstanding at the end of the last trading day of

                   67,994,445

the specified trading period

  

(viii)                                 

  

(vii) x (viii)             $            52,355,722.65

Market value of class or series

   (D)                                

5th Specified Trading Period (dd/mm/yy)

  

    Not applicable       to                            

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)                                
  

(ix) x (x)            $                                   

Market value of class or series

   (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

   $            43,005,748.96

period (i.e. A through E above))

   (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:

    

(Provide details of how value was determined)

     $                                
           (2)  

Capitalization for the previous financial year

     (1 ) + (2)    $      43,005,748.96  

Participation Fee

     $           1,200.0000  

Late Fee, if applicable

     $                                

Total Fee Payable

     $           1,200.0000  

(Participation Fee plus Late Fee)

    

Exhibit 99.83

 

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of August 28, 2020, should be read in conjunction with the audited consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the year ended April 30, 2020. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced, consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and related IFRS Interpretations Committee (“IFRIC’s”) as issued by the International Accounting Standards Board (“IASB”). All financial amounts are stated in Canadian dollars unless stated otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983, and is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

OVERVIEW

ImmunoPrecise is a leading, global, technology platform company with full service, end-to-end solutions that empower pharmaceutical companies across the globe to discover, develop, optimize, engineer and manufacture treatments against any disease. The Company’s experience, cutting-edge technologies and focus on intense scientific rigor enables unparalleled support of its partners in their quest to bring innovative treatments to the clinic.

 

1


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

With ImmunoPrecise’s industry-leading technologies, fully integrated project management team and software, and one-stop service offerings, the Company dramatically reduces the time required for, and the inherent risk associated with, conventional multi-vendor product development.

The Company has gained global recognition as a leader in antibody discovery and development. They have achieved organic growth through market penetration and service diversification, as well as accretive growth through strategic expansion, acquiring and integrating the most innovative technologies from across the globe. ImmunoPrecise houses a streamlined and exceptionally comprehensive capabilities platform in biologics discovery, development and manufacturing to enable an unparalleled single-vendor approach.

ImmunoPrecise boasts a highly experienced executive team which was further expanded this fiscal year, adding Dr. Stefan Lang (formerly of Aldevron and Genovac) and Dr. Yasmina Abdiche (formerly of Carterra and Pfizer-Renat).

The Company has standardized and unified global activities, recognizing cost synergies and centralizing oversight to maximize transparency and financial gains. The departments of marketing, sales, project management, business development, finance and IT are now centralized and uniformly serve all of the subsidiaries to ensure consistent messaging, quality and accuracy of information.

Operations

IPA’s services include, but are not limited to, custom antigen modeling, design and manufacturing; proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; hybridoma production with multiplexed, high-throughput screening and clone-picking; expertise with transgenic animals and multi-species antibody discovery; antibody characterization studies such as affinity measurements, functional assays and epitope mapping and binning; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA synthesis and cloning, protein and antibody downstream processing with purification of protein in gram scale levels including characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; and cryopreservation.

The Company continues to expand on its approximate twelve years of expertise in single B cell interrogation, offering full-service B cell screening, sorting and sequencing at IPA Canada. This service is available against all classes of targets including complex proteins, small molecules and various chemical groups. The Company’s platforms enable antibody screening directly from B cells, facilitating the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. The Company announced an over 90% success rate on its B cell technology, which is offered with a success guarantee.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platforms producing human antibodies. Leveraging this opportunity, the Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell SelectTM and DeepDisplayTM platforms to a broad range of transgenic animal species and strains.

IPA Europe’s contribution in services and intellectual property to the Company are substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Using the discovery technologies of ModiFuse (hybridoma electrofusion), ModiSelect (B-cell selection) and ModiPhage (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. Adding to their proprietary

 

2


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

U-Protein Express (UPE) has been a staple in the recombinant protein community, operating for close to 20 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with an over 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of antibodies originating from the Company’s B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients.

UPE holds a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc, used as a growth factor for organoid culture. In addition, they hold a non-exclusive distributor agreement for this protein with major players in the study of organoid biology.

While the Company has strategically reduced overhead by eliminating much of its non-wet lab footprint, eliminating substantial square footage dedicated to offices and gathering spaces, it has continued to invest significantly in ROI-generating capacity, committing to new laboratory build outs and equipment purchases to support its continued, aggressive growth. In January 2020, UPE signed a long-term lease contract for a new multi-tenant building for life sciences at the Utrecht Science Park (Utrecht, The Netherlands) alongside important stakeholders such as Genmab and Merus. Furthermore, along with SGI- DNA, Inc., IPA announced that UPE integrated SGI-DNA’s benchtop automated DNA printer, making IPA the first CRO in Europe to integrate the BioXp 3200 System in its workflow as a part of the Company’s vision for adopting breakthrough technologies in the discovery and manufacturing of antibodies. IPA aims to positively impact their manufacturing capacities by converting the antibody design-synthesis-screening timeline from weeks and months down to days, providing clear advantages to their partners.

Talem Therapeutics

Talem Therapeutics (“Talem”) oversees and houses the internal and partnered therapeutic pipeline for the Company. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb® transgenic animals using their own license. The Company has leveraged several of its progressive technologies to discover novel therapeutics for its pipeline using Ligand’s OmniRat strains.

Talem’s pipeline is indication agnostic and has expanded to include single monoclonal antibody therapeutics, combination antibody therapies and vaccines. Their therapies target a variety of diseases within the areas of immuno-oncology, cancer, autoimmunity, inflammation and COVID.

The Company is in a unique position to access the highly effective discovery platforms and end-to-end services that are used to successfully generate therapeutic pipelines for leading biotech and pharmaceutical companies, at a fraction of the cost to the Company. Talem also has a distinct advantage in accessing the decades of experience in antibody therapeutic design, discovery and development at each of IPA’s subsidiaries, while also drawing on the clinical and commercial experience of the executive management team, in a consolidated and focused effort.

Talem Therapeutics entered into a research license agreement with Janssen Research & Development. The agreement, which provided Janssen exclusive access to a panel of novel, monoclonal antibodies, is anticipated to be the first of many out-licensing deals. The financial details of the transaction were not disclosed at the request of Janssen.

 

3


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

In February 2020, IPA announced its commitment to developing innovative vaccines and therapeutics against the SARS- CoV-2 spike protein, using their proprietary discovery platforms in an exceptionally broad, global campaign. The Company’s objective was further clarified in March, when IPA defined their PolyTopeTM approach, utilizing highly characterized protein and antibody combinations targeting multiple epitopes and mechanisms of virus evasion. This approach is designed to provide maximum clinical benefit against both current and future variants and strains of the virus by combining well-defined and fully characterized, protective antibodies (for therapeutics) and epitopes (for vaccines). The Company’s use of high- throughput binding assays, computational optimization (Artemis), and protein interaction analyses has yielded valuable data sets for informed preclinical lead selection.

The aggressive advancement of Talem’s pipeline is a key priority for IPA, and the Company expects to complete multiple commercial deals in Talem Therapeutics fiscal year 2021.

STRATEGY AND OUTLOOK

Our management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

Operations

Our objective is to continue to aggressively expand our market share as we assist our partners with building their pipelines, expanding the volume and size of projects with our partners, and on-boarding new clients by actively introducing them to the benefits of extensive vendor consolidation, the routinely high success rates of our programs and fast turnaround times. We continue to possess a competitive advantage with our integrated end-to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our partners through the process of discovery, development and manufacturing. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team and unified software ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind.

Talem Therapeutics

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, from October 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without internal research and clinical capabilities1.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly promising for those CROs that fill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented relatively few of full scale and breadth of service1.

The key players serving the monoclonal antibodies market are Pfizer, GlaxoSmithKline, Novartis, Merck & Co., Amgen, Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan, Daiichi Sankyo Company,

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

Bayer, Bristol Myers Squibb Co., Johnson & Johnson Services, Biogen, Thermo Fisher Scientific, Sanofi Genzyme, F. Hoffmann-La Roche, and Novo Nordisk2. In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D3. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 20242.

Ongoing, growing investments by pharma in R&D are expected to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector1.

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

 

   

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

 

   

3,030,503 common shares of the Company were issued on closing; and

 

   

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019, and the second deferred payment of €682,545 (CAD$1,007,435) has been made in cash during the year ended April 30, 2020.

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

 

1 

Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, October 3, 2019.

2 

Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

3 

Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

4 

Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

5 

GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

     $  

Cash

     4,062,607  

3,030,503 common shares of the Company

     3,022,308  

Fair value of deferred payments

     2,134,410  
  

 

 

 

Fair value of consideration

     9,219,325  
  

 

 

 

Cash

     797,276  

Amounts receivable

     370,530  

Unbilled revenue

     112,815  

Inventory

     36,900  

Investment

     90,404  

Equipment, net of accumulated amortization

     216,161  

Intellectual property (not deductible for tax purposes)

     4,064,000  

Goodwill (not deductible for tax purposes)

     4,655,893  

Accounts payable and accrued liabilities

     (269,657

Income taxes payable

     (44,197

Deferred income tax liability

     (810,800
  

 

 

 
     9,219,325  
  

 

 

 

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

 

   

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

 

   

6,600,399 common shares of the Company were issued on closing; and

 

   

€2,000,000 in deferred payments over a three-year period. The deferred payments were to be made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, a Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019. The second deferred payment, consisting of cash of €335,555 (CAD$518,533) and common shares of the Company with a fair value of $511,406, has been made subsequent to the year ended April 30, 2020.

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

     $  

Cash

     3,988,132  

6,600,399 common shares of the Company

     4,884,295  

Fair value of deferred payments

     2,353,708  
  

 

 

 

Fair value of consideration

     11,226,135  
  

 

 

 

Cash

     270,339  

Amounts receivable

     572,427  

Unbilled revenue

     90,052  

Inventory

     2,286,995  

Equipment, net of accumulated amortization

     568,221  

Software

     30,974  

Intangible assets (not deductible for tax purposes)

     6,304,863  

Goodwill (not deductible for tax purposes)

     3,640,671  

Accounts payable and accrued liabilities

     (580,339

Deferred revenue

     (22,897

Loans

     (298,979

Deferred income tax liability

     (1,636,192
  

 

 

 
     11,226,135  
  

 

 

 

During fiscal year 2020, the Company reviewed the cost of the acquired phage libraries and identified the need to create an additional human phage library. This resulted in bifurcating the cost of the phage library into the costs to develop the proprietary process to create a phage library and the cost of the phage library acquired (Inventory). Accordingly, a reclassification was made between Inventory and Proprietary Processes of $1,815,395.

SELECTED ANNUAL INFORMATION

The following is a summary of certain selected financial information of the Company for the years ended April 30, 2020, 2019 and 2018.

 

     2020      2019      2018  
     $      $      $  

Revenue

     14,057,927        10,926,268        5,441,349  

Expenses

     (18,611,325      (17,449,222      (10,370,556

Net (loss) earnings

     (4,947,426      (7,617,467      (5,171,103

Total assets

     27,263,121        28,462,898        24,575,440  

Total liabilities

     (12,177,282      (10,393,823      (11,872,490

Dividends declared

     Nil        Nil        Nil  

Earnings (loss) per share

     (0.07      (0.12      (0.11

During fiscal year 2020, the Company reviewed the cost of the acquired phage libraries and identified the need to create an additional human phage library. This resulted in bifurcating the cost of the phage library into the costs to develop the proprietary process to create a phage library and the cost of the phage library acquired (Inventory). Accordingly, a reclassification was made between Inventory and Proprietary Processes resulting in an increase in the cost of the Proprietary Processes by $1,809,518 as at April 30, 2019.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

OVERALL PERFORMANCE

The Company’s continued focus on identifying and onboarding new clients seeking the breadth and depth of the end- to-end services offered, combined with continued growth to core existing client business, led to increases in both volume and financial value of contracts during the year ended April 30, 2020. As a result, revenues of $14,057,927 were achieved compared to revenues of $10,926,268 in the 2019 fiscal year, a 29% increase in revenue for the year.

Revenue outlook remains positive for the first quarter of the 2021 fiscal year.

Adjusted EBITDA for the year ending April 30, 2020 was $52,311. This is a significant improvement from the adjusted EBITDA of ($ 2,849,474) for the 2019 fiscal year. The improvement is a result of the increase in revenue and higher gross profit compared to the prior year. Adjusted EBITDA is a non-IFRS measure which is fully defined on page ten of this document.

To drive the execution of its strategic and growth initiatives, the Company continues to focus on the recruitment of scientific and technical staff, development of new technical training programs and a commitment to integrate continuous improvement and quality management methodologies.

To support management and the Board of Directors in exercising oversight, the Company is implementing information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the Company’s human resources by:

 

   

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

 

   

Leadership and operational alignment: The Company has made changes and updated job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

In the 2021 fiscal year, the goal of the organization is to grow sales revenue and expand our brand awareness. This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our clients from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both internal development as well as through partnerships. To achieve the best results from its investments, the Company continues to add key scientific and management personnel to its team.

RESULTS OF OPERATIONS

The Company achieved revenues of $14,057,927 during the year ended April 30, 2020, compared to revenues of $10,926,268 in the 2019 fiscal year. This represents a 29% increase in revenue for the year. The increasing revenue trend is due to increases in both volume and financial values of client contracts as a result of continued

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

focus on expanding the breadth and depth of services offered, new client onboarding including top pharma companies, and growing its core existing client business.

During the year ended April 30, 2020, the Company achieved a gross profit of $8,033,984, compared to $5,294,634 in the 2019 fiscal year. In percentage terms, the Company’s gross profit increased to 57% from 48% in 2019. The higher gross profit in 2020 was primarily a result of the Company implementing a new ERP system that tracks project costs in more detail than historical methods.

The Company recorded a net loss of $4,947,426 during the year ended April 30, 2020, compared to net loss of $7,617,467 for the year ended April 30, 2019. Despite $2,739,350 higher gross profit as well as cost synergies resulting in lower spend, there was still a net loss in 2020 primarily due to increase in investments in research and development and non-cash amortization of acquired companies’ intangible assets, depreciation of leased assets as a result of implementing IFRS 16, Leases.

Variances of note in the Company’s expenses include:

 

   

Advertising and promotion fees of $377,728 in 2020 (2019 - $819,250) were incurred to support the Company’s initiatives focused on business development, marketing and branding programs.

 

   

Amortization expense increased to $2,573,009 from $1,875,907 in 2019 due to the amortization of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

   

Consulting fees of $227,036 in 2020 (2019 - $452,196) and professional fees of $883,623 (2019 - $985,557) were lower because 2019 consultant and professional services were engaged to support one-time initiatives focused on operational efficiency training programs, systems implementation and integration of acquisitions. The Company evaluated the use of consulting services vs employees and where appropriate added employees to the team.

 

   

$493,278 of the management fees were attributed to the profit-sharing payout made to the former shareholders of U-Protein, as part of the acquisition agreement. The profit-sharing payout is a three-year, annual obligation, with declining percentage of profit sharing. After fiscal year 2021, the profit-sharing payout for U-Protein will cease and the Company will be under no further obligations to share profits with the former shareholders of U-Protein.

 

   

Salaries and benefits expense increased to $4,619,189 from $3,503,259 in 2019, primarily due to the additions of key employees to the team instead of utilizing consultants.

 

   

The Company recorded a share-based payments expense of $739,011 (2019 - $1,114,112) as a result of the vesting of the stock options granted during the current and previous fiscal years versus more stock options vested during the April 30, 2019 fiscal year. The option plan is aimed to align staff to the future company growth plans.

FOURTH QUARTER

Three-month period ended April 30, 2020 compared to the three-month period ended April 30, 2019:

The Company had a net loss for the three-month period ended April 30, 2020 of $954,016 compared to a net loss of $3,842,317 for the same period in 2019. The higher loss in the quarter ended April 30, 2019 resulted from the Company’s investment in growth enabling initiatives and catch-up amortization recorded of intangible assets which were acquired as a result of the acquisitions of U-Protein and IPA Europe.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

 

     Three Months Ended ($)  
     April 30,
2020
     January 31,
2020
     October 31,
2019
     July 31,
2019
 

Total revenue

     4,145,023        4,034,440        3,162,365        2,716,099  

Net loss

     (945,846      (625,837      (1,363,545      (2,012,198

Basic and diluted loss per share*

     (0.01      (0.01      (0.02      (0.03
     Three Months Ended ($)  
     April 30,
2019
     January 31,
2019
     October 31,
2018
     July 31,
2018
 

Total revenue

     2,641,109        2,695,583        2,716,791        2,872,785  

Net (loss)

     (3,842,317      (1,187,056      (1,485,732      (1,102,362

Basic and diluted loss per share*

     (0.06      (0.02      (0.02      (0.02

 

*

The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the consolidated financial statements and accompanying notes for the consolidated financial statements for the year ended April 30, 2020.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted operating EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

The Company defines adjusted operating expenses as operating expenses before share-based compensation, depreciation, amortization and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

     April 30,
2020
$
     April 30,
2019
$
 

Net loss

     (4,947,426      (7,617,467

Income taxes (recovery)

     (345,728      4,788  

Amortization and depreciation expense

     3,408,347        2,263,284  

Accretion

     899,731        904,925  

Foreign exchange loss (gain)

     (78,148      (117,506

Interest expense

     536,499        413,590  

Interest and other income

     (272,006      (30,085

Loss on settlement

     112,031        214,885  

Share-based payments

     739,011        1,114,112  
  

 

 

    

 

 

 

Adjusted EBITDA

     52,311        (2,849,474
  

 

 

    

 

 

 
     April 30,
2020
$
     April 30,
2019
$
 

Operating expenses

     (12,587,382      (11,817,588

Amortization and depreciation expense

     2,573,009        2,263,284  

Foreign exchange loss (gain)

     (78,148      (117,506

Interest expense

     536,499        413,590  

Share-based payments

     739,011        1,114,112  
  

 

 

    

 

 

 

Adjusted Operating Expenses

     (8,817,011      (8,144,108
  

 

 

    

 

 

 

FINANCING ACTIVITIES

On May 23, 2018, the Company entered into a loan agreement with a Director of the Company and his spouse and issued a promissory note in the principal amount of $200,000. The note was unsecured and bore an interest rate of 5.45% per annum. The principal of the note plus accrued interest of $3,972 was repaid in full during the year ended April 30, 2019.

On June 19, 2018, the Company closed a non- brokered private placement financing by issuing a total of 875,000 units of the Company at a price of $0.80 per unit for gross proceeds of $700,000. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $1.00 for a period of one year from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right. The Company paid finders cash fees totaling $3,000 and incurred $7,926 of cash issue costs. The Company extended the warrants for an additional twelve months from the original expiry.

On September 24, 2018, the Company closed a non-brokered private placement financing by issuing a total of 9,102,500 units of the Company at a price of $1.00 per unit for gross proceeds of $9,102,500. Each unit consists of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at a price of $1.25 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the warrants provided that the volume weighted average price trades at a price equal to or greater than $1.75 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the Company issues a news release announcing

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

that it has elected to exercise this acceleration right. The Company also proceeded with a Debenture Settlement of $1,377,000 by issuing up to 1,377,000 Units at a price of $1.00 per Unit (the “Debt Settlement”). Each Unit is on the same terms as the Financing. The Company paid finders cash fees totaling $201,540 and issued 182,460 finder’s shares. The Company also incurred $76,038 of cash issue costs.

On December 22, 2017, the Company announced that it had signed a binding letter of intent with Crossbeta Biosciences B.V. (“Crossbeta”) whereby the Company had agreed to acquire all the issued and outstanding shares of Crossbeta. The proposed transaction was terminated and settled on October 23, 2018. In consideration of the settlement, the Company paid €37,000 ($55,969) and issued 78,514 shares valued at $61,241. The Company accrued a settlement liability of $92,040 as at April 30, 2018. As such, the remaining loss on settlement of $25,170 was recognized in fiscal year 2019.

On March 27, 2019, the Company issued 714,793 common shares pursuant to the second deferred acquisition payment to IPA Europe. The common shares are valued at $507,503.

During the year ended April 30, 2019, the Company issued 135,000 common shares pursuant to exercise of stock options for total gross proceeds of $40,500.

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date by 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increased the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

On March 26, 2020, the Company settled $700,000 of the $2,750,000 debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares. The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031. $50,000 of the Debentures were paid on maturity. The maturity date of the remaining debentures of $2,000,000 was extended to September 26, 2020. The Company repaid the remaining balance of $2,000,000 plus interest subsequent to year-end.

On April 15, 2020, the Company was approved for a US$209,000 loan under the Payroll Protection Program (“PPP”) administered by the U.S. Small Business Administration. The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by the Company to cover payroll costs (including benefits), with up to 25% allowed for rent and utilities, during the eight-week period following the loan origination date. The Company expects to meet the requirements for full loan forgiveness.

During the year ended April 30, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500.

During the year ended April 30, 2020, the Company issued 680,971 common shares pursuant to exercise of warrants for total gross proceeds of $476,679.

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2,592,000. On May 27, 2020, the Company issued an additional $35,000 of the 10% New Debentures. In total, the Company issued $2,627,000 of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable annually. The maturity date is May 15, 2022 for $2,592,000 of the New Debentures and May 22, 2022 for $35,000 of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $0.85 per share. The Company may force convert the principal amount of the New Debentures at $0.85 per share if the average closing price is equal to or greater than $1.50 for 20 trading days. The Company paid finders cash commissions totaling $44,750.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

Subsequent to April 30, 2020, the Company issued 332,500 common shares pursuant to exercise of stock options for total gross proceeds of $252,725.

Subsequent to April 30, 2020, the Company issued 3,428,000 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $3,666,400.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company adjusts to its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at April 30, 2020, the Company held cash of $2,605,706 (2019 – $5,471,650) and had working capital deficiency of $230,325 (2019 – $2,673,667). During the year ended April 30, 2020, the Company used $1,391,295 in its operating activities. As part of the investing activities, the Company made equipment purchases of $373,753, made a deposit of $87,847 towards equipment, incurred internally generated development costs of $114,042, and made a deferred acquisition payment of $1,007,435. As part of the financing activities, the Company received $493,179 from exercise of stock options and warrants, received debenture subscriptions of $313,268 and loan proceeds of $283,328, offset by lease repayments of $657,215, loan repayments of $82,859 and debenture repayments of $175,000.

The Company’s consolidated financial statements have been prepared based on accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $4,947,426 for the year ended April 30, 2020 and has accumulated a deficit of $22,478,652 as at April 30, 2020. The Company may need to raise additional funds in order to continue as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations.

In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at April 30, 2020, the Company does not have any commitments for capital expenditures.

 

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

CAPITAL EXPENDITURES

The Company made equipment purchases of $373,753 during the year ended April 30, 2020 (2019 - $645,058). During the year ended April 30, 2020, the Company also incurred internally generated development costs of $114,042.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, CBO; Dr. Yasmina Abdiche, CSO; and Former Employees: Natasha Tsai, CFO; Charles Wheelock, CTO; Reginald Beniac, Chief Operating Officer; Oren Beske, President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, Director of U-Protein; Jos Raats, President and CEO of IPA Europe; and Directors of the Company. During the years ended April 30, 2020 and 2019, the compensation for key management is as follows:

 

     2020
$
     2019
$
 

Consulting fees

     —          7,292  

Management fees(1)

     178,863        394,126  

Professional fees(2)

     —          59,263  

Salaries and other short-term benefits(3)

     2,052,465        995,855  

Severance(5)

     —          87,500  

Share-based payments

     632,279        770,928  
  

 

 

    

 

 

 
     2,863,607        2,314,964  
  

 

 

    

 

 

 

 

(1)

The charge includes management fees paid to Dr. Martin Hessing, a former Director of U-Protein and Dr. Jos Raats, former President and CEO of IPA Europe.

(2)

The charge includes professional fees paid to Malaspina Consultants Inc. in which Natasha Tsai was an associate until October 31, 2018 and an owner thereafter.

(3)

The charge includes salaries and benefits paid to current key management and former management that includes Robert Beecroft, Dr. Oren Beske and Reginald Beniac.

(4)

The charge includes severance paid to Dr. Oren Beske and Reginald Beniac.

At April 30, 2020, included in accounts payable and accrued liabilities is $412,188 (2019 - $nil) due to related parties.

During the year ended April 30, 2020, the spouse of a former Director provided administrative services for $nil (2019 – $54,225).

During the year ended April, 30, 2020, a company controlled by Martin Hessing, a former Director of U-Protein, sold certain equipment to U-Protein for a cash consideration of €25,000.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

 

14


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at August 28, 2020 is as follows:

 

Security

   Number      Exercise Price      Expiry date  

Issued and outstanding common shares

     74,349,871        NA        NA  

Stock options

     200,000      $ 1.00        October 1, 2021  

Stock options

     485,000      $ 0.30        December 20, 2021  

Stock options

     887,500      $ 1.01        September 18, 2022  

Stock options

     250,000      $ 0.65        January 3, 2023  

Stock options

     700,000      $ 0.47        February 7, 2023  

Stock options

     55,000      $ 1.01        March 3, 2023  

Stock Options

     250,000      $ 1.50        August 13, 2023  

Stock options

     95,000      $ 0.95        September 24, 2023  

Stock options

     100,000      $ 0.82        November 7, 2023  

Stock options

     1,250,000      $ 1.00        December 31, 2023  

Stock options

     300,000      $ 0.76        January 7, 2024  

Stock options

     15,000      $ 1.00        January 11, 2024  

Stock options

     250,000      $ 0.76        April 1, 2024  

Stock options

     250,000      $ 0.475        October 1, 2024  

Stock options

     150,000      $ 0.50        October 3, 2024  

Warrants

     7,381,500      $ 1.25        September 24, 2020  

Warrants

     1,262,000      $ 1.25        October 25, 2020  

Warrants

     5,385,971      $ 0.70        March 26, 2022  
  

 

 

       

Total

     93,616,842        

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

COMMITMENTS

The Company entered into an operating lease for a piece of equipment for its Victoria, BC, Canada laboratory space on April 29, 2020. The lease commenced on May 15, 2020 with a 36-month term. The monthly lease payment is USD$15,829. The Company has a right to purchase the equipment at fair market value at the end of the lease term.

SUBSEQUENT EVENTS

Subsequent to April 30, 2020, ImmunoPrecise Antibodies (USA) Ltd. and its subsidiary Talem Therapeutics, LLC (Subgrantee), was awarded a grant of USD$1.5 million by the ND Department of Agriculture through the CARES Act ND Bioscience Group Program for the development of antibody therapeutics against SARS-CoV- 2. The total grant project cost is USD$2M for which the Subgrantee’s must contribute an amount not less than 25% of the grant project cost or USD$500,000. The amount earned for the year ended April 30, 2020 of approximately USD$158,000 has been accrued and recorded in other income.

 

15


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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

Subsequent to April 30, 2020, the Company made the second deferred payment pursuant to the acquisition of IPA Europe and Immulease, by making a cash payment of €335,555 (CAD$518,533) and issuing 664,163 common shares of the Company with a fair value of $511,406.

Subsequent to April 30, 2020 and on August 31, 2020, the Company issued 250,000 with an exercise price of $1.50 that vest 25% every three months with an expiration date of August 13, 2023.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labor, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed, and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

 

16


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2020 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 16.33% and 12.26%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

As the Company provides antibody production and related services in one distinct category, there is only one category to report revenues by production site.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value and relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low

 

17


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of- use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments narrowed and clarified the definition of a business. The amendments will help companies determine whether an acquisition is a business or a group of assets. They also permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment will be effective for annual periods beginning on or after January 1, 2020. Early adoption is permitted.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings)

 

18


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

(“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the year ended April 30, 2020 and this accompanying MD&A (together, the “Annual Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its value under the equity method was the best approximation of its fair value. As at April 30, 2020, the Company believes that the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

Concentration of risk:

Industry

The Company operates in the contract research organization sector and is affected by general economic trends. A decline in economic conditions, research spending or other adverse conditions could lead to reduced revenue.

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2020, all of the Company’s cash was held with tier one banks. The Company has evaluated amounts receivable and determined that there were no allowances for doubtful accounts at April 30, 2020 and 2019. During the year ended April 30, 2020 the Company incurred bad debt expense of $48,433 (2019 - $1,837).

 

19


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3556 at April 30, 2020, and the Euro and Canadian dollar, which was translated at 1.51039 at April 30, 2020. Fluctuations in the exchange rate could impact profitability.

At April 30, 2020, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

 

     Euros
(€)
     US Dollars
(US $)
 

Cash

     1,246,018        452,226  

Amounts receivable

     752,224        906,428  

Investment

     78,719        —    
  

 

 

    

 

 

 
     2,076,961        1,358,654  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

     (642,781      (570,253

Loans payable

     (19,075      (209,000

Deferred acquisition payments

     (1,870,669      —    
  

 

 

    

 

 

 
     (2,532,525      (779,253
  

 

 

    

 

 

 

Net

     (455,564      579,401  
  

 

 

    

 

 

 

For the year ended April 30, 2020, a 5% increase in foreign exchange rates by the Canadian dollar relative to the US dollar would have decreased other comprehensive income (loss) by approximately $39,000.

For the year ended April 30, 2020, a 5% increase in foreign exchange rates by the Canadian dollar relative to the Euro would have decreased other comprehensive income (loss) by approximately $34,000.

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its debt obligations and to fund general and administrative costs.

Contractual cash flow requirements as at April 30, 2020 were as follows:

 

     < 1
year
$
     1 – 2
years
$
     2 – 5
years

$
     >5
years
$
     Total
$
 

Accounts payable and accrued liabilities

     1,766,058        —          —          —          1,766,058  

Loan payable

     121,833        190,306        —          —          312,139  

Deferred acquisition payments(1)

     1,546,088        506,538        —          —          2,052,626  

Leases

     849,255        714,898        518,825        —          2,082,978  

Debentures

     2,000,000        —          —          —          2,000,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,283,234        1,411,742        518,825        —          8,213,801  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

$1,016,112 aggregate payments not included in this table are to be settled by issuance of shares.

 

20


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime, B cell Select, DeepDisplay and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the recent acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

 

21


LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2020

 

 

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

Pandemic Risk

A new Coronavirus, known as SARS-CoV-2 and causing a disease called COVID- 19, which has proved to be highly contagious, emerged in Wuhan, China at the end of 2019. Since the future course and duration of the COVID-19 outbreak are unknown, the Company is currently unable to determine whether the outbreak will have a negative effect on the Company’s results in the fourth quarter of 2020 and beyond. There has been no impact on results through April 30, 2020, and the Company has not experienced negative impact on client sales or the supply chain. The Company’s sales, operations and financial performance could suffer given a potential rapidly spreading virus. Internally, the virus may infect its employees resulting in operating at lower productivity levels or even a complete laboratory shutdown. The Company’s business is dependent on its laboratories to produce its products and services which if not operating will impact the financial performance of the company and its ability to meet its obligations. The Company has diversified geographic locations with the ability to perform similar services at other sites. In addition, certain roles have the ability to work remotely and the Company has business interruption insurance which may aid in the recovery of lost profits. External factors may also contribute to this risk, such as the impact of a pandemic on the Company’s clients and suppliers.

FURTHER INFORMATION :

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

 

22

Exhibit 99.84

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, if any, 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 ImmunoPrecise Antibodies Ltd. (the “issuer”) for the financial year ended April 30, 2020.

 

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.

 

Date: August 28, 2020

“Lisa Helbling”

Lisa Helbling
Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

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

 

  ii)

a process 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.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

1

Exhibit 99.85

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, if any, 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 ImmunoPrecise Antibodies Ltd. (the “issuer”) for the financial year ended April 30, 2020.

 

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.

 

Date: August 28, 2020

“Jennifer Bath”

Jennifer Bath
Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

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

 

  ii)

a process 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.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

1

Exhibit 99.86

 

LOGO

ImmunoPrecise Reports Record Revenues and Positive Adjusted EBITDA Fiscal 2020

Reports rapid advancement of COVID-19 antibody programs;

combination studies achieve nearly complete neutralization of SARS-CoV-2

VICTORIA, BC, Aug. 31, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) today announced financial results and provided a business update for its fiscal year 2020.

Recent Highlights:

 

   

Characterized a subset of fully human, therapeutic antibodies shown to have potent neutralizing activity and exhibiting enhanced neutralization upon combinatorial (dual antibody) testing

 

   

Awarded multiple grants for the development of antibody therapeutics against SARS-CoV-2

 

   

Announced TRANSVAC2 funding collaborative COVID-19 vaccine project between ImmunoPrecise Antibodies Europe and LiteVax BV

 

   

IPA subsidiary, UPE, joining Genmab and Merus in expansion to new biotech accelerator in the Center of European Science Industry

 

   

Collaborating with the NIH and Integrated Biotherapeutics to study the structural details of antibodies with therapeutic potential to treat or prevent COVID-19

 

   

Awarded grant by SERC to fund collaboration with the University of Victoria to develop a potential saliva-based COVID-19 antibody test designed to provide real-time results

 

   

Added to WHO draft landscape of companies combating COVID-19

 

   

Integrated SGI’s automated DNA Printer at Utrecht Site, first in Europe

Financial Results

Revenue. The Company posted record revenue of $14,057,927 compared to revenues of $10,926,268 in the 2019 fiscal year, a 29% increase in revenue for the year. Revenue in Q4 was up 57% over Q4 2019. The Company’s continued focus on identifying and onboarding new clients seeking the breadth and depth of the end-to-end services offered, combined with continued growth to core existing client business, led to increases in both volume and financial value of contracts during the year ended April 30, 2020. Revenue outlook is positive for the first quarter of fiscal 2021.

Gross Margin. Gross profit increased 52% to 8,033,984, compared to 5,294,634 for the for the same period last year an increase of $2,739,350 over year-end April 30, 2019.

Net Loss. The Company reported a net loss of $4,947,426 for year ended April 30, 2020 compared to a net loss of $7,617,467 for the same periods last year, a $2,670.041 improvement over prior year. The decrease in net loss is primarily attributable to the increase in gross profit.

Non-IFRS Measures* Adjusted EBITDA for the year was $52,311 compared to ($2,849,474) for fiscal year ending April 30, 2019. This significant improvement in Adjusted EBITDA is primarily a result of the increase in gross profit compared to the prior year.

“It was a record fiscal year for ImmunoPrecise, a result of our ongoing partnerships with pharma and biotech companies from across the globe, coupled with the continued addition of new clients for research, diagnostic and therapeutic programs,” said Jennifer Bath, chief executive officer of ImmunoPrecise. “We work diligently alongside our clients to help them build pipelines and research programs, serving as an innovative extension of their laboratories and building lasting relationships. We are rapidly gaining traction in the market, and I am pleased to report our customer base has grown to include over 400 of the leading pharma and biotech companies worldwide, as well as more than half of the top twenty global pharma companies. We anticipate the continuance of this trend in larger, multi-year agreements to be further bolstered by a robust out-licensing strategy.”

“In addition to our strong financial performance, I am pleased to report rapid development of our COVID-19 program. As we have shared previously, current vaccine strategies under development for SARS-CoV-2 are designed to protect uninfected individuals. However, these approaches do not address patients with active disease and will likely not be effective in a number of critical populations including the elderly and immunocompromised. Moreover, given the high potential for continued virus mutation, alternative treatments targeting limited epitopes may not provide long-term efficacy. In contrast, our antibody discovery platforms represent a powerful treatment option for COVID-19 patients generating unparalleled diversity of novel human antibodies, which is being designed to provide maximum clinical benefit for both current and future variants of the virus.”

“I am pleased to report that our lead antibodies have produced clear synergistic effects, confirming their activities are enhanced in combination studies and resulting in near complete neutralization of SARS-CoV-2 pseudovirus infection. We are now accelerating pre-clinical testing with plans to submit an IND to the FDA as soon as practical. In the meantime, we are actively pursuing additional collaboration and partnership opportunities. We have also been awarded multiple grants, which further validate our platform, and we will continue to actively explore other non-dilutive funding opportunities.”

“Lastly, we are excited to partner with Dr. Alexandre Brolo’s lab at the University of Victoria (“UVic”), to develop a saliva-based antibody-based test for the detection and screening of COVID-19. Unlike current immunoassays that are developed for blood or serum, our goal is to develop a test kit that will provide rapid results, and can be easily administered anywhere, including at home. Overall, we are highly encouraged by the progress of our programs, all leveraging our core antibody expertise, and we look forward to providing further updates.”

IPA periodically provides information for investors on its corporate website, ImmunoPrecise.com. This includes press releases and other information on financial performance, reports filed or furnished with the TSX, information on corporate governance and details related to its annual meeting of shareholders. Reports filed or furnished with the TSX can be found at sedar.com.


About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a leading, global, technology platform company with full service, end-to-end solutions that empower pharmaceutical companies across the globe to discover, develop, optimize, engineer and manufacture treatments against any disease. The Company’s experience, cutting-edge technologies and focus on intense scientific rigor enables unparalleled support of its partners in their quest to bring innovative treatments to the clinic. With ImmunoPrecise’s industry-leading technologies, fully integrated project management platform, and one-stop service offerings, the Company dramatically reduces the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal period ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

*Non-IFRS Financial Measure

Readers are cautioned that “Adjusted EBITDA” is a measure not recognized under IFRS. Adjusted EBITDA is defined as earnings before interest income, taxes, depreciation and amortization, share-based compensation, restructuring costs, impairment charges and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Readers are cautioned that “Adjusted EBITDA” is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as indicator of performance, cash flow or profitability.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 31-AUG-20

Exhibit 99.87

 

LOGO

ImmunoPrecise Antibodies Grants Stock Options

VICTORIA, BC, Sept. 1, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, today reports that, pursuant to the Company’s Stock Option Plan, the Board of Directors has authorized the granting of incentive stock options to executive management of the Company to acquire an aggregate of 1,350,000 common shares of the Company. The options have an exercise price of $1.70 per share, expire five years from the date of grant and are subject to certain vesting requirements.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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For further information: For investor relations please contact: Frederick Chabot, 1-438-863-7071, frederick@contactfinancial.com, Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 01-SEP-20

Exhibit 99.88

 

LOGO

IPA CEO to Participate in Virtual Panel: “New Approaches to COVID-19: Hidden Breakthroughs,” on Thursday, September 10th

VICTORIA, BC, Sept. 8, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE:TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced that Dr. Jennifer Bath, CEO of IPA, will participate on a virtual panel, entitled, “New Approaches to COVID-19: Hidden Breakthroughs,” being held on Thursday, September 10, 2020 at 1:00 p.m. ET.

The virtual panel discussion will also include: Tom Equels, CEO of AIM ImmunoTech Inc. (NYSE American: AIM); Dr. David Jin, CEO of Avalon GlobloCare Corp. (NASDAQ:AVCO); Jeff Wolf, CEO of Heat Biologics, Inc. (NASDAQ: HTBX) and Vered Caplan, CEO of Orgenesis Inc. (NASDAQ: ORGS).

The event brings together executives from leading biopharmaceutical companies to discuss how their companies are helping address the COVID-19 pandemic. The panel will be moderated by broadcast journalist Christine Corrado of Proactive Investors. Investors interested in attending the event can register at:

https://zoom.us/webinar/register/8215990551540/WN_YFe8n6dQSm6mpgG3iWfF-w

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

 


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ImmunoPrecise Antibodies Ltd.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 08:00e 08-SEP-20

Exhibit 99.89

 

LOGO

ImmunoPrecise Announces Participation at the H.C. Wainwright 22nd Annual Global Investment Conference on September 14-16, 2020 (Virtual Conference)

VICTORIA, BC, Sept. 9, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE:TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced that it will be presenting at the H.C. Wainwright Annual Global Investment Conference being held virtually on September 14-16, 2020.

Jennifer Bath, CEO of ImmunoPrecise, will provide an overview of the Company’s business during the live presentation and will be available to participate in one-on-one meetings with investors who are registered to attend the conference.

If you are an institutional investor, and would like to attend the Company’s presentation, please click on the following link (www.hcwevents.com) to register for the conference. Once your registration is confirmed, you will be prompted to log into the conference website to request a one-on-one meeting with the Company.

Event: H.C. Wainwright 22nd Annual Global Investment Conference (Virtual Conference)

Date: September 14-16, 2020

Presentation Day & Time: September 15, 12:30 PM (EDT)

Location: https://wsw.com/webcast/hcw7/ipa.v/1665422

H.C. Wainwright is a full-service investment bank dedicated to providing corporate finance, strategic advisory and related services to public and private companies across multiple sectors and regions. H.C. Wainwright & Co. also provides research and sales and trading services to institutional investors. According to Sagient Research Systems, H.C. Wainwright’s team is ranked as the #1 Placement Agent in terms of aggregate CMPO (confidentially marketed public offering), RD (registered direct offering) and PIPE (private investment in public equity) executed cumulatively since 1998.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter and audited fiscal year ended April 30, 2020, which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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%SEDAR: 00005542E

For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 17:37e 09-SEP-20

 

Exhibit 99.90

 

LOGO

ImmunoPrecise Commences Application Process to Dual List on NASDAQ

VICTORIA, BC, Sept. 10, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) ( FSE:TQB2), a provider of best-in-class therapeutic antibody discovery capabilities for the global pharmaceutical and biotech industries, is pleased to announce that it has commenced the application process to dual list its stock on the NASDAQ Capital Market (“NASDAQ”).

By listing on NASDAQ, the Company believes that it will gain greater exposure and access to a larger base of retail and institutional investors in the United States and internationally. NASDAQ is the world’s pre-eminent exchange for biotech and pharma companies.

The listing of the Company’s common shares on NASDAQ remains subject to the approval of the exchange and satisfaction of all applicable listing requirements. The Company plans to provide updates on its progress as it advances toward this goal.

Dr. Jennifer Bath, CEO of ImmunoPrecise, comments, “We have worked very hard to meet the requirements for Nasdaq and believe that we meet substantially all the requirements. Our plan to move to a senior U.S. exchange reflects our success and momentum in growing our CRO business, as well as advancement of our robust therapeutic pipeline. Moreover, we believe that listing on Nasdaq will provide a broader platform as we execute on upcoming catalysts, including near-term milestones related to our COVID-19 therapeutic and diagnostic programs. We believe that listing on Nasdaq will also help broaden our shareholder base, increase appeal to institutional investors, allow for inclusion in key indexes and ETFs, as well as provide shareholders with enhanced liquidity.”

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s plan and ability to list on NASDAQ. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, the Company’s ability to complete the NASDAQ listing process in a timely manner or at all, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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CO: ImmunoPrecise Antibodies Ltd.


CNW 07:30e 10-SEP-20

Exhibit 99.91

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form 40-F of ImmunoPrecise Antibodies Ltd. (“the Company”) of our report dated August 28, 2020 relating to the Company’s consolidated financial statements for the years ended April 30, 2020 and 2019, and of our report dated August 28, 2019 relating to the Company’s consolidated financial statements for the years ended April 30, 2019 and 2018, which appears in this Form 40-F.

/s/ Crowe MacKay LLP

Chartered Professional Accountants

Vancouver, British Columbia, Canada

September 16, 2020