Exhibit 99.112

 

ImmunoPrecise Antibodies to Complete Share Consolidation in Preparation for Potential Nasdaq Listing

VICTORIA, BC, Nov. 4, 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 intends to complete a consolidation of its issued and outstanding common shares (“Common Shares”) on the basis of one (1) new Common Share for every five (5) Common Shares presently issued and outstanding (the “Consolidation”). Completion of the Consolidation remains subject to the approval of the TSX Venture Exchange (the “TSXV”).

Pursuant to the articles of the Company, the Board of Directors (“Board”) of the Company has approved the Consolidation by way of Board resolutions. The Consolidation is being conducted to meet one of the listing rules of the Nasdaq Capital Market (“Nasdaq”), which require the Company to maintain a minimum bid price per Common Share, in connection with a potential listing of the Company’s Common Shares on Nasdaq. The Board believes the Consolidation and a Nasdaq listing will enable the Company to gain increased liquidity and trading volume and broaden the Company’s investor base.

Upon receipt of TSXV approval of the Consolidation, IPA will provide additional details regarding a new CUSIP number for its Common Shares to distinguish between the pre-and post-consolidated Common Shares. IPA’s name and trading symbol will remain unchanged. Following the completion of the Consolidation, the Company will have approximately 16,700,000 Common Shares issued and outstanding.

Upon completion of the Consolidation, letters of transmittal describing the details of the Consolidation and the process by which shareholders obtain actual share certificates representing the consolidated Common Shares will be mailed to IPA’s registered shareholders. Registered shareholders will also be able to obtain copies of the letter of transmittal by contacting their brokers or other intermediary, or IPA’s transfer agent, Computershare Trust Company of Canada.

Shareholders who hold their shares through their broker or other intermediary and do not have actual share certificates registered in their name will not be required to complete and return a letter of transmittal. Any pre-consolidation Common Shares owned by such shareholders will automatically be adjusted as a result of the Consolidation to reflect the applicable number of post-consolidation Common Shares owned by them and no further action is required to be taken by such shareholders. If, as a result of the Consolidation, a shareholder becomes entitled to a fractional share, such fractions will be rounded to the nearest whole Common Share.

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 and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking information contained in this press release includes information relating to the proposed Consolidation and the listing of the Common Shares on Nasdaq.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and 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. Such factors include, among other things, obtaining the necessary approvals from the TSXV to effect the Consolidation, the listing of the Common Shares on Nasdaq, and those risks and uncertainties described in the Company’s annual management discussion and analysis for the previous quarter ended July 31, 2020 which can be accessed at www.sedar.com. The forward-looking information and forward looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept 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: Frederic 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 19:08e 04-NOV-20

Exhibit 99.113

IMMUNOPRECISE ANTIBODIES LTD.

QUALIFICATION CERTIFICATE

 

To:		British Columbia Securities Commission
Re:		ImmunoPrecise Antibodies Ltd. Preliminary Short Form Base Shelf Prospectus
		In connection with the filing of a preliminary short form base shelf prospectus of ImmunoPrecise Antibodies Ltd. (the Issuer) dated as of the date hereof, and in accordance with section 4.1(a)(ii) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and Section 2.2 of National Instrument 44-102 Shelf Distributions (NI 44-102), the undersigned executive officer of the Issuer hereby certifies on behalf of the Issuer, and not in any personal capacity, that:
		(a)		the Issuer is relying on, and has satisfied, the qualification criteria set out in section 2.2 of NI 44-101 in order to file a prospectus in the form of a short form prospectus; and
		(b)		all of the material incorporated by reference in the preliminary short form base shelf prospectus as at the date hereof has been previously filed, or if not previously filed is being filed with the preliminary short form base shelf prospectus.

DATED November 6, 2020

 

Exhibit 99.114

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada except Québec. but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada except Québec. that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of ImmunoPrecise Antibodies Ltd. at 3204-4464 Markham Street, Victoria, BC V8Z 7X8, telephone: (250) 483-0308, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

 

New Issue		November 6, 2020

 

IMMUNOPRECISE ANTIBODIES LTD.

$150,000,000

Common Shares

Preferred Shares

Debt Securities

Warrants

Units

Subscription Receipts

ImmunoPrecise Antibodies Ltd. (the “Company”) may offer and issue from time to time any (i) common shares in the capital of the Company (the “Common Shares”) or preferred shares in the capital of the Company (the “Preferred Shares” and together with the Common Shares, the “Equity Securities”), (ii) bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (collectively, “Debt Securities”), (iii) warrants to purchase Equity Securities and warrants to purchase Debt Securities (collectively, the “Warrants”), (iv) units comprised of one or more of the other securities described herein (“Units”), (v) subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Equity Securities, Debt Securities, Warrants, or Units (“Subscription Receipts”, and together with the Equity Securities, Debt Securities, Warrants and Units, the “Securities”) of up to $150,000,000 aggregate initial offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 25-month period that this short form base shelf prospectus (the “Prospectus”), including any amendments thereto, is valid. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a “Prospectus Supplement”).

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered and the offering price; (ii) in the case of Preferred Shares, the designation of the particular class and series, the number of Preferred Shares offered, the offering price, dividend rate, if any, and any other specific terms of the Preferred Shares being offered; (iii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, the offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt is senior or subordinated and any other specific terms of the Debt Securities being offered; (iv) in the case of Warrants, the designation, number and terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms of the Warrants being offered; (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units and any other specific terms of the Units being offered; and (vi) in the case of Subscription Receipts, the number of Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts, the amount and type of securities that holders thereof will receive upon exchange thereof and any other specific terms of the Subscription Receipts being offered. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. See “Plan of Distribution”.

All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

For the purpose of calculating the Canadian dollar equivalent of the aggregate principal amount of Securities issued under this Prospectus from time to time, Securities denominated in or issued in, as applicable, a currency (the “Securities Currency”) other than Canadian dollars will be translated into Canadian dollars using the Bank of Canada daily exchange rate of Canadian dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Securities.

The Common Shares are listed for trading on the TSX Venture Exchange (the “TSXV”) under the trading symbol “IPA” and on the OTCQB of OTC Markets Platform under the symbol “IPATF”. On November 5,

2020, being the last trading day prior to the date hereof, the closing price of the Common Shares on the TSXV was $2.07 and on the OTCQB was U.S.$1.58. The Company has applied to list the Common Shares on the Nasdaq Capital Market (the “Nasdaq”) under the trading symbol “IPA”. Listing will be subject to the Company fulfilling all of the listing requirements of the Nasdaq. Unless otherwise specified in an applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Units and Warrants will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which these Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of any Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See “Risk Factors”.

No underwriter or agent has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

All applicable information permitted under securities legislation to be omitted from this Prospectus that has been so omitted will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any

 

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applicable Prospectus Supplement carefully before they invest in any Securities issued pursuant to this Prospectus. The Securities may be sold pursuant to this Prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by the Company from time to time, or by the Company directly pursuant to applicable statutory exemptions. In connection with any underwritten offering of Securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered. Such transactions, if commenced, may discontinue at any time. See “Plan of Distribution”. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the anticipated net proceeds to the Company from the sale of such Securities, the amounts and prices at which such Securities are sold and, if applicable, the compensation of such underwriters, dealers or agents.

Investment in the Securities being offered is highly speculative and involves significant risks that should be considered before purchasing such Securities. Prospective investors should carefully review the risks outlined in this Prospectus (including any Prospectus Supplement) and in the documents incorporated by reference herein and therein as well as the information under the heading “Cautionary Statement Regarding Forward- Looking Statements” and consider such risks and information in connection with an investment in the Securities. See “Risk Factors”.

The Company’s head office is located at 3204 – 4464 Markham Street, Victoria, British Columbia V8Z 7X8 and its registered and records office is located at 1800 – 510 West Georgia Street, Vancouver, British Columbia V6B 0M3.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board and they are subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.

Prospective investors should be aware that acquisition of the Securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of the Province of British Columbia, that some or all of its officers and directors may be residents of Canada, that some or all of the underwriters or experts named in this Prospectus and/or in a Prospectus Supplement may be residents of Canada, and that all or a substantial portion of the assets of the Company and said persons may be located outside the United States.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Company may offer and sell Securities to or through underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities and the compensation of any such underwriters, dealers or agents.

Investors should rely only on the information contained in or incorporated by reference into this Prospectus and any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with any different information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus (including any applicable Prospectus Supplement) or incorporated by reference and should not be relied upon by

 

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prospective investors for the purpose of determining whether to invest in the Securities. The Company will not make an offer of Securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the face page of this Prospectus, the date of any applicable Prospectus Supplement, or the date of any documents incorporated by reference herein.

Each of Jennifer Bath, James Kuo, and Brian Lundstrom, directors of the Company, reside outside of Canada and, accordingly, have appointed BHT Management Inc., 510 West Georgia Street, Suite 1800, Vancouver, British Columbia V6B 0M3, Attention: Janet Grove, as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

 

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TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1
DOCUMENTS INCORPORATED BY REFERENCE			3
REFERENCES TO CURRENCY			5
GLOSSARY OF TECHNICAL TERMS			5
SUMMARY DESCRIPTION OF BUSINESS			7
RISK FACTORS			15
USE OF PROCEEDS			25
CONSOLIDATED CAPITALIZATION			26
PRIOR SALES			26
TRADING PRICE AND VOLUME			28
EARNINGS COVERAGE RATIOS			29
DESCRIPTION OF COMMON SHARES			29
DESCRIPTION OF PREFERRED SHARES			30
DESCRIPTION OF DEBT SECURITIES			31
DESCRIPTION OF WARRANTS			36
DESCRIPTION OF UNITS			38
DESCRIPTION OF SUBSCRIPTION RECEIPTS			38
DENOMINATIONS, REGISTRATION AND TRANSFER			41
CERTAIN INCOME TAX CONSIDERATIONS			41
PLAN OF DISTRIBUTION			42
LEGAL MATTERS			42
AUDITORS, REGISTRAR AND TRANSFER AGENT			42
WHERE MORE INFORMATION CAN BE FOUND			42
PURCHASERS’ STATUTORY RIGHTS			43
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			43
CERTIFICATE OF THE ISSUER			C-1

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide anyone with any different or additional information. If anyone provides any different or additional information, prospective investors should not rely on it. The Company is not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this Prospectus in any jurisdiction where the offer or sale is not permitted. Prospective investors should assume that the information contained in this Prospectus or any applicable Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or any applicable Prospectus Supplement or of any sale of Securities pursuant thereto. The Company’s business, financial condition, results of operations and prospects may have changed since those dates.

Statistical information and other data relating to the pharmaceutical and biotechnology industry included in this Prospectus and any applicable Prospectus Supplement are derived from industry reports published by industry analysts, industry associations and/or independent consulting and data compilation organizations. Market data and industry forecasts used throughout this Prospectus and any applicable Prospectus Supplement were obtained from various publicly available sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of such information is not guaranteed and has not been independently verified.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, together with the documents incorporated by reference herein and therein, 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”, “schedule”, “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 Prospectus, together with the documents incorporated by reference herein and therein, 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 operates at a net loss;

 

•

there can be no assurance that the Company will continue as a going-concern;

 

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the financial position of the Company and its potential need for additional liquidity and capital in the future;

 

•

the success of any of the Company’s current or future strategic alliances;

 

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the Company may become involved in regulatory or agency proceedings, investigations and audits;

 

•

the Company may be subject to litigation in the ordinary course of its business;

 

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the ability of the Company to obtain, protect and enforce patents on its technology and products;

 

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risks associated with applicable regulatory processes;

 

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the ability of the Company to achieve publicly announced milestones;

 

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the effectiveness of the Company’s business development and marketing strategies;

 

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the competitive conditions of the industry in which the Company operates;

 

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market perception of smaller companies;

 

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the Company cannot assure the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies;

 

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the ability of the Company to manage growth;

 

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the Company may lose clients;

 

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costs of being a public company in the United States;

 

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the Company may fail to meet the delivery and performance requirements set forth in client contracts;

 

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the Company may become subject to patent and other intellectual property litigation;

 

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the Company’s dependence upon key personnel;

 

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risks associated with the COVID-19 pandemic;

 

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the Company may not achieve sufficient brand awareness;

 

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the Company’s directors and officers may have interests which conflict with those of the Company

 

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the Company’s products, services and expertise may become obsolete or uneconomical;

 

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the effect of global economic conditions;

 

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the Company has a limited number of suppliers;

 

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the Company may become subject to liability for risks against which it cannot insure;

 

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clients may restrict the Company’s use of scientific information;

 

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the Company may experience failures of its laboratory facilities;

 

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prospective investors’ ability to enforce civil liabilities;

 

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the Company’s status as a foreign private issuer;

 

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foreign exchange rates;

 

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the effects of future sales or issuances of Equity Securities or Debt Securities;

 

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the market price of the Common Shares may experience volatility;

 

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the Company will maintain discretion in the use of proceeds of any offering of Securities;

 

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the Company has not declared or paid any dividends on the Common Shares and does not intend to do so in the foreseeable future;

 

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a liquid market for the Common Shares may not develop;

 

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there is currently no market for any Securities other than Common Shares; and

 

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the Company may issue unsecured debt.

 

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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 Prospectus 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 Prospectus, together with the documents incorporated by reference herein and therein. All forward-looking statements and information disclosed in this Prospectus, together with the documents incorporated by reference herein and therein, are qualified by this cautionary statement.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada except Québec.

Copies of the documents incorporated herein by reference may be obtained on request without charge from ImmunoPrecise Antibodies Ltd., at 3204-4464 Markham Street, Victoria, BC V8Z 7X8, telephone: (250) 483-0803 or by accessing the disclosure documents through the internet on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”), at www.sedar.com and on the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) at www.sec.gov.

The following documents, filed with the securities commissions or similar regulatory authorities in certain provinces of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

 

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the annual information form (the “AIF”) for the fiscal year ended April 30, 2019, dated as of February 14, 2020;

 

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the audited annual consolidated financial statements for the fiscal years ended April 30, 2020 and 2019, together with the notes thereto and the auditor’s reports thereon;

 

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the management’s discussion and analysis of financial condition and results of operations for the fiscal year ended April 30, 2020;

 

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the unaudited condensed consolidated interim financial statements for the three-month period ended July 31, 2020;

 

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the management’s discussion and analysis of financial condition and results of operations for the three-month period ended July 31, 2020;

 

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the management information circular dated October 20, 2020, distributed in connection with the annual general and special meeting of shareholders to be held on November 20, 2020;

 

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the material change report dated April 7, 2020 disclosing that the Company’s artificial intelligence partner, EVQLV, submitted their first panel of candidate therapeutic optimized antibody sequences to Coronavirus, SARS-CoV-2 (“COVID-19”) for consideration in the Company’s PolyTope™ mAb Therapy Program;

 

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the material change report dated April 7, 2020 disclosing that the Company had 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;

 

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the material change report dated April 27, 2020 disclosing that the Company planned to complete a non-brokered private placement offering of convertible debentures bearing interest of 10% per annum (the “10% Debentures”);

 

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the material change report dated May 21, 2020 disclosing that the Company had completed an offering of an aggregate principal amount of $2,592,000 of 10% Debentures; and

 

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the material change report dated June 30, 2020 disclosing 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 Program to combat the COVID-19 pandemic.

Any documents of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions filed by the Company with a securities commission or similar authority in any province of Canada subsequent to the date of this Prospectus and prior to the expiry of this Prospectus, or the completion of the issuance of Securities pursuant hereto, will be deemed to be incorporated by reference into this Prospectus. In addition, to the extent indicated in any report on Form 6-K filed with the United States Securities and Exchange Commission (the “SEC”) or in any report on Form 40-F filed with the SEC, any information included therein shall be deemed to be incorporated by reference in this Prospectus.

A Prospectus Supplement containing the specific terms of any offering of Securities will be delivered to purchasers of Securities together with this Prospectus and will be deemed to be incorporated by reference in this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which that Prospectus Supplement pertains.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, in any Prospectus Supplement hereto or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon the filing of a new annual information form and the related annual financial statements and management’s discussion and analysis with applicable securities regulatory authorities during the duration of this Prospectus, the previous annual information form, the previous annual financial statements and management’s discussion and analysis and all interim financial statements, supplemental information, material change reports and information circulars filed prior to the commencement of the financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis and material change report being filed by the Company with the applicable securities regulatory authorities during the duration of this Prospectus, all interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

In addition to its continuous disclosure obligations under the securities laws of the provinces of Canada, the Company is subject to the information requirements of the United States Securities Exchange Act of 1934 (the “U.S. Exchange Act”), as amended, and in accordance therewith files reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. Such reports and other information, when filed by the Company in accordance with such requirements, are available to the public on EDGAR at www.sec.gov.

 

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Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide prospective investors with different or additional information. The Company is not making an offer of the Securities in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of this Prospectus or the applicable Prospectus Supplement.

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 –General Prospectus Requirements) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

REFERENCES TO CURRENCY

In this Prospectus and any Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to “$” are to Canadian dollars, references to “U.S.$” are to United States dollars, and references to “€” are to Euros.

The average daily exchange rate as reported by the Bank of Canada on November 5, 2020, was $1.00 = U.S.$0.7662.

GLOSSARY OF TECHNICAL TERMS

In this Prospectus, in addition to terms defined elsewhere and unless the context otherwise requires, the following technical terms have the following meanings.

 

Antibody:		Also known as an immunoglobulin (Ig), is a large, Y-shaped protein produced mainly by plasma cells that is used by the immune system to identify and neutralize pathogens such as bacteria and viruses.
Antigen:		Any substance (such as an immunogen or a hapten) foreign to the body that evokes an immune response either alone or after forming a complex with a larger molecule (such as a protein) and that is capable of binding with a product (such as an antibody or T cell) of the immune response.
Biologics:		A subset of pharmaceuticals that are composed of a mixture of sugars, proteins, nucleic acids or complex compositions and may be made from biological sources.
Bispecific antibody:		A bispecific monoclonal antibody (BsAb) is an artificial protein that can simultaneously bind to two different types of antigen specificities. BsAbs can be manufactured in several structural formats.
Clinical trial:		An experiment done in clinical research.
CDR:		Complementarity-determining regions; part of the variable chains in immunoglobulins (antibodies) and T cell receptors, generated by B-cells and T-cells respectively, where these molecules bind to their specific antigen. A set of CDRs constitutes a paratope. As the most variable parts of the molecules, CDRs are crucial to the diversity of antigen specificities generated by lymphocytes.
CMO:		A contract manufacturing organization, sometimes called a contract development and manufacturing organization (CDMO), is a company that serves other companies in the pharmaceutical industry on a contract basis to provide comprehensive services from drug development through drug manufacturing.

 

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CRO:		Contract Research Organization, a company focused on providing research and development services to companies in the pharmaceutical and agrochemical markets.
GMP:		Good Manufacturing Practice, a quality system imposed on pharmaceutical firms to ensure that products produced meet specific requirements for identity, strength, quality and purity, and enforced by public agencies, for example the United States’ Food and Drug Administration or the European Medicines Agency.
DNA:		A molecule that carries most of the genetic instructions used in the development, functioning and reproduction of all known living organisms and many viruses.
Drug discovery:		The process through which potential new medicines are identified and may involve a wide range of scientific disciplines, including biology, chemistry and pharmacology.
Epitope:		Also known as antigenic determinant; the part of an antigen that is recognized by the immune system, specifically by antibodies, B cells, or T cells. The epitope is the specific piece of the antigen to which an antibody binds. The part of an antibody that binds to the epitope is called a paratope.
Heavy chain:		The immunoglobulin heavy chain (IgH) is the large polypeptide subunit of an antibody (immunoglobulin).
in silico:		An expression used in systems biology to mean “performed on a computer or via computer simulation”.
in vitro:		Latin for “in glass”; studies in vitro are conducted using components of an organism that have been isolated from the usually biological surroundings, such as microorganisms, cells or biological molecules.
Monoclonal antibody:		A monoclonal antibody (mAb) is an antibody made by cloning a unique white blood cell. All subsequent antibodies derived this way trace back to a unique parent cell (see also polyclonal antibody).
Oncology:		The study and treatment of tumors.
Pathogen:		A bacterium, virus, or other microorganism that can cause disease.
Peptide:		Small fragments of proteins, composed of amino acids.
Phage display:		A laboratory technique that uses bacteriophages (viruses that infect bacteria); the phage “displays” the protein of interest on its outside while containing the gene for the protein on its inside. In this way, large libraries of proteins can be screened and amplified in a process called in vitro selection.
Polyclonal antibody:		Polyclonal antibodies (pAbs) bind to multiple epitopes and are usually made by several different antibody secreting plasma cell lineages (see also monoclonal antibody).
Preclinical:		Of or relating to a stage preceding a clinical stage.
Recombinant		Of or reacting to the combination of genetic materials from more than one origin.
Recombinant proteins:		Specifically engineered proteins, that are produced from recombinant DNA within living cells, typically bacteria or mammalian cells such as HEK or CHO.

 

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scFv:		A single-chain variable fragment (scFv) is not actually a fragment of an antibody, but instead is a fusion protein of the variable regions of the heavy (VH) and light chains (VL) of immunoglobulins, connected with a short linker peptide of ten to about 25 amino acids.
Small molecule:		Within the fields of molecular biology and pharmacology a low molecular weight (<900 Da) organic compound that may regulate a biological process, with a size in the order of 1 nm. Many drugs are small molecules.
Synthesis:		The production of chemical compounds by reaction from simpler materials.
VHH:		A VHH antibody (or nanobody) is the antigen binding fragment of heavy chain only antibodies.
VLP:		Virus-like particles are molecules that closely resemble viruses, but are non-infectious because they contain no viral genetic material. They can be naturally occurring or synthesized through the individual expression of viral structural proteins, which can then self assemble into the virus-like structure.
VNAR:		Single-domain antibodies found in Cartilaginous fishes, like sharks.

SUMMARY DESCRIPTION OF BUSINESS

Name, Address and Incorporation

The Company was continued pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”) on September 2, 2016. The Company’s registered and records office is located at 1800 – 510 West Georgia Street, Vancouver, British Columbia V6B 0M3 and its head office is located at 3204 – 4464 Markham Street, Victoria, British Columbia V8Z 7X8.

Overview

The Company is a technology platform company that provides its pharmaceutical company clients with streamlined, single-vendor solutions that enable such clients to discover, develop, optimize, engineer and manufacture therapeutic antibodies. The Company believes that its experience, technologies and focus on scientific rigor provide support to its partners in their efforts to bring innovative treatments to the clinic. By utilizing its technologies, integrated project management team and licensed software, along with one-stop service offerings, the Company aims to reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development.

The Company has achieved organic revenue growth through market penetration and service diversification in the biologics, CRO space, as well as accretive growth through strategic expansion of its operations into Europe, by acquiring and integrating innovative technologies, and through investments in research and development (“R&D”).

 

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Summary Financial Information

 

		12 Months Ended												3 Months Ended
		April 30, 2020 ($)				April 30, 2019 ($)				April 30, 2018 ($)				July 31, 2020 ($)				July 31, 2019 ($)
REVENUE			14,057,927				10,926,268				5,441,349				3,764,977				2,716,099
YoY/QoQ Growth			29	%			101	%							39	%
COST OF SALES			6,023,943				5,631,634				2,990,323				1,354,651				1,339,693
GROSS PROFIT			8,033,984				5,294,634				2,451,026				2,410,326				1,376,406
YoY/QoQ Growth			52	%			116	%							75	%
OPERATING EXPENSES			12,587,382				11,817,588				7,380,233				3,384,152				2,852,168
OTHER INCOME (EXPENSE)			(739,756	)			(1,089,725	)			(132,181	)			605,515				(540,491	)
INCOME TAXES			345,728				(4,788	)			(109,715	)			(181,007	)			4,055
NET INCOME			(4,947,426	)			(7,617,467	)			(5,171,103	)			(549,318	)			(2,012,198	)
Adjusted EBITDA
Net Gain (Loss)			(4,947,426	)			(7,617,467	)			(5,171,103	)			(549,318	)			(2,012,198	)
Income Taxes (recovery)			(345,728	)			4,788				109,715				181,007				(4,055	)
Amortization and Depreciation			3,408,347				2,263,284				458,079				911,923				702,284
Accretion			899,731				904,925				205,185				101,145				552,893
Foreign Exchange Loss (Gain)			(78,148	)			(117,506	)			101,543				20,256				(112,976	)
Interest Expense			536,499				413,590				50,591				169,806				118,960
Interest and Other Income			(272,006	)			(30,085	)			(73,004	)			624				(12,402	)
Loss on Settlement			112,031				214,885				0				0				0
Share-Based Payments			739,011				1,114,112				1,221,511				97,273				285,995
ADJUSTED EBITDA			52,311				(2,849,474	)			(3,097,483	)			932,716				(481,499	)

The summary financial information contains non-IFRS measures. 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, 2020, 2019 and 2018, and the condensed interim financial statements and accompanying notes for the three months ended July 31, 2020 and 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. 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 EBITDA as operating earnings before interest, taxes, depreciation, amortization, share-based compensation, and asset impairment charges. Adjusted EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

 

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The non-IFRS measures are reconciled to reported IFRS figures in the summary financial information above.

Services

The Company’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, epitope mapping and binning; bi-specific, tri-specific, single domain (such as variable domain of the heavy chain “VHH”, and variable new antigen receptor “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’s wholly-owned subsidiaries, IPA (Canada) Ltd. (“IPA Canada”) and IPA (Europe) B.V. (“IPA Europe”), have both been designated as approved CROs for leading, transgenic animal platforms producing human antibodies. Through IPA Canada and IPA Europe, the Company has made strategic investments in R&D activities to develop proprietary technologies enabling the application of its B cell Select™ and DeepDisplay™ platforms to a broad range of transgenic animal species and strains.

The table below sets out the Company’s main lines of service with a description thereof:

 

Service		Details
B cell Select™		In 2018, the Company built on its decade of experience in single B cell interrogation to offer B cell services in both North America and Europe on species agnostic platforms, including the use of transgenic, humanized animals. These services are offered for a broad range of therapeutically relevant protein families, including GPCRs and other challenging, membrane-spanning proteins. The Company’s B cell Select™ 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. By adding a high throughput, label-free Octet HTX biosensor (under the tradenames FortéBio, Sartorius) at IPA Canada, the Company uses a state-of-the-art high throughput platform that facilitates the rapid characterization and development of lead antibody candidates and addresses the need for increased speed and sample throughput when characterizing large panels of therapeutic antibody candidates, which are generated with its B cell or library-based platforms.
Phage Display		The Company’s phage display services are based on building custom immune libraries from multiple species, including transgenic animals, or, alternatively, the selection of antigen-specific, recombinant antibody fragments from its proprietary human or llama phage libraries. The proprietary libraries have been made from human auto-immune (diseased) patients and naïve (healthy donors) scFv (single chain fragment variable) 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 and aim to capture the entire immune repertoire for panning, rescue, and identification of unique antibodies with pre-specified characteristics.
DeepDisplay™		This technology combines Ligand’s OmniAb® transgenic animal platforms and the Company’s custom phage display antibody selection.

 

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Service		Details
Abthena™ Bispecifics		The Company’s 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.
LucinaTech™ Humanization		The Company provides humanization services from many animal species (including mice, rats, rabbits, llamas, and chickens) which consistently retain 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. The Company’s affinity maturation service can improve antibody affinities. The Company applies different strategies to increase the affinity of the antibody, including gene shuffling and random mutagenesis.
Immunization, hybridoma, sequencing		The Company offers 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 is determined and can be used to express the antibody recombinantly.
rPExTM protein manufacturing		The Company provides large-scale production of recombinant mammalian proteins and antibodies for research and preclinical applications. With a track record of successfully producing difficult-to-express proteins and antibodies (e.g. Fc-fusion proteins and 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.

Operations of the Company

The Company’s operations are based in Utrecht and Oss, the Netherlands (U-Protein Express (“UPE”) and IPA Europe, respectively), Victoria, British Columbia, and Fargo, North Dakota.

IPA Canada operates from Victoria, British Columbia, offering custom antibody generation since its inception. Since the acquisitions of UPE and IPA Europe, the Company has redirected most of its focus from the North American diagnostic market to the therapeutic antibody market to bringing an expanded portfolio of products and services to clients in Europe, North America and the rest of the world. The Company has sought to increase its capabilities at its Victoria location by adding equipment for protein purification and measuring protein binding kinetics, enlarging the vivarium, and further developing and improving technologies such as its B cell Select^TM platform.

The Company established its executive headquarters in Fargo, North Dakota in 2018 in an effort to bring key members of management under a streamlined chain of command that is responsible for pipeline selection and oversight, policy establishment, finances and accounting, sales and marketing, communication, contracts, information technology governance and administration. The Fargo site is also the address of IPA (ND) Ltd. and its subsidiary IPA (USA) Ltd. and offers the potential for future growth plans in the United States.

 

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UPE is situated in the biotechnology hub of Utrecht, the Netherlands and has been operating in the recombinant protein community for close to twenty years, specializing in the manufacture of complex proteins and antibodies in a variety of formats, and from a range of mammalian cell types, using its proprietary expression platform rPEx™. UPE’s operations have enabled it to successfully support over five thousand different programs for pharmaceutical and biotechnology industries as well as leading, academic institutions.

UPE’s operations also support the downstream expression and purification of the antibodies originating from the Company’s B cell technologies, enabling validation of the platform’s outputs and comprehensive deliverables for clients. UPE also has a global, exclusive license from Stanford University for the marketing and sales of the novel protein Wnt surrogate Fc for research purposes, which is used as a growth factor for organoid culture. UPE has also begun offering SARS-CoV-2-specific proteins to the public for use in diagnostic research and vaccine work.

The Company has continued to invest significantly in ROI-generating capacity through UPE, committing to a new laboratory build and equipment purchases in order to support its growth. In January 2020, UPE signed a long-term lease contract for a new multi-tenant building dedicated to the life sciences at the Utrecht Science Park alongside important stakeholders such as Genmab B.V. and Merus N.V. The Company expects UPE to take occupancy at this location in 2022. Furthermore, along with Codex DNA, Inc. (formerly SGI-DNA, Inc.), the Company announced in January 2020 that UPE had integrated Codex DNA’s benchtop automated DNA printer, making the Company the first CRO in Europe to integrate the BioXp™ 3200 System in its workflow. As a result of this achievement, the Company aims to positively impact its manufacturing capacities by reducing the antibody design-synthesis-screening timeline, providing clear advantages to its partners.

Through IPA Europe, the Company has expanded its services portfolio including affinity maturation, humanization, functional assay design and development, naïve and disease human scFv libraries, naïve llama scFv libraries, cell line development, and proprietary methods of immunization against conformational targets (e.g. ModiVacc^TM, a lymphoid tumor immunization, and additional DNA immunization technologies). Using the discovery technologies of ModiFuse™ (hybridoma electrofusion), ModiSelect™ (B-cell selection) and ModiPhage™ (phage display), 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 its 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.

Research and Development

CRO services are the main focus of the Company’s business activities, though it also continues to develop an intellectual property portfolio of proprietary methods and physical assets through collaborations, acquisitions and in- licensing. The Company has invested strategically in the development and licensing of antibody technologies and related intellectual property assets. These investments have been accompanied by internal discovery programs focused on novel therapeutic antibodies and vaccines in areas such as oncology and COVID-19.

In 2019, the Company established Talem Therapeutics (“Talem”), based in Cambridge, Massachusetts, to support its internal and partnered therapeutic discovery programs, which includes a license for the use of Ligand Pharmaceuticals’ OmniAb^® transgenic animals. OmniAb is a suite of genetically engineered rats, mice and chickens for generation of diverse mono- and bispecific, fully human antibodies. Talem has the right to discover, develop and partner fully human antibodies from these animals. Talem’s operations are intended to leverage the Company’s discovery platforms and end-to-end services in order to successfully generate therapeutic pipelines for the Company and its partners.

In April 2020, Talem entered into a research license agreement with Janssen Research & Development, LLC (“Janssen”), providing Janssen with exclusive access to a panel of novel, monoclonal antibodies against an undisclosed target. Pursuant to this agreement, Janssen holds an option to acquire all commercial rights to the antibodies.

In October 2020, Talem entered into a collaboration with Twist Bioscience Corporation (“Twist”) in order to expand its antibody pipeline on a wider range of oncology targets, combining their expertise in a highly collaborative manner to discover novel antibody therapeutics. The Company will contribute targets of interest with relevant background data, and the genetic sequences encoding for lead antibodies against the selected targets. Twist Biopharma, a division

 

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of Twist, will design synthetic antibody libraries based on the provided antibody repertoire sequences from immunized animals to discover optimized, humanized lead antibody candidates. The companies will then aim to jointly advance the programs through proof-of-concept and preclinical development and will collaborate on any commercial opportunities generated by these joint efforts which may result in milestones based on key preclinical, clinical and commercial milestones as well as royalties for any antibodies resulting from the collaboration.

COVID-19 Therapeutic Research

In February 2020, the Company announced its intention to develop innovative therapeutics and vaccines against the SARS-CoV-2 virus using its proprietary discovery platforms. In March 2020, the Company defined its PolyTope™ approach, utilizing characterized protein and antibody combinations targeting multiple epitopes and mechanisms of virus evasion. This approach is intended to provide a 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 confirmed multiple, fully human antibodies targeting SARS-CoV-2 that efficiently prevented its entry into cells, as judged by a pseudovirus-based neutralization assay that is an accepted surrogate for assessing viral entry into cells under safe, non-replicating conditions. Upon careful combination into two- or three-membered cocktails, the antibodies have been shown to exhibit neutralization synergy, demonstrating that specific combinations of antibodies could potentially enhance neutralization more than the sum of their individual components. Additionally, an antibody cocktail minimizes the risk of mutagenic escape because it achieves broader epitope coverage of the target than that of a single antibody, which can be escaped by a single point mutation in the target. The Company announced a collaboration with the United States’ National Institutes of Health to determine the structural details of the Company’s lead candidate antibodies interacting with the epitopes they bind to on the SARS-CoV-2 spike protein. The Company believes these data will help support the Company’s vaccine design, as well as patent and investigational new drug applications. The Company continued to advance lead candidates by utilizing high-throughput binding assays, computational optimization (Artemis™), and protein interaction analyses to yield valuable data sets for informed preclinical lead selection.

Using much of this data as supporting material, the Company began obtaining external, non-dilutive, non-debt funding through various granting agencies to support their COVID-19 endeavors and asset generation. This included a grant from Natural Sciences and Engineering Research Council of Canada to fund a collaboration between the University of Victoria and IPA Canada to generate an antibody-based saliva diagnostic test that can be conducted at home, with results analyzed using a cell phone application providing real-time, confidential data to health authorities. The Company then received funding through the North Dakota Department of Agriculture’s Bioscience Innovation Grant Program, to assist with the development of anti-SARS-CoV-2 therapeutics. In June 2020, the Company was granted funding by TRANSVAC2, a European vaccine network, to cover the costs of a preclinical vaccine study of one of the Company’s vaccine candidates in a collaboration with LiteVax B.V. In July 2020, the Company was awarded the Biosciences CARES grant from the Department of Agriculture of the State of North Dakota for the amount of U.S.$1,500,000 to support the discovery, development and testing of SARS-CoV-2 therapeutic candidates. Most recently, the Company has had grants approved in the amount of approximately $55,000 from the Canadian National Research Council’s (“NRC”) Innovation Research Assistance Program, to support collaborative research with the NRC.

Market Position

Market Segments and Geographic Areas

The market worth of therapeutic antibodies in 2018 was U.S.$115 billion. According to a study published in the Journal of Biomedical Science in January 2020. it is estimated that the human therapeutic antibody market will grow to U.S.$300 billion in 2025. Growth drivers in the antibody market are as follows:

 

•

Increasing research and development expenditures in the life science sector and in the therapeutics industry

 

•

Emergence of innovative, facilitating platforms

 

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•

Growing demand for revolutionary therapies for major diseases as populations age and life expectancies increase

 

•

Growing emphasis on antibody development at CROs

 

•

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. Companies are currently sponsoring clinical studies for more than 570 monoclonal antibodies (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.

The global immunoassay market is estimated to accumulate US $37,987.8 million by the year 2027. According to MarketStudyReport.com, the global immunoassay market was worth US $21,800 million in 2018 and is anticipated to grow with a compound annual growth rate (“CAGR”) of 6.5% through the year 2027.

In recent years, the number of monoclonal antibody drugs approved for commercialization has proliferated, with 79 approved and available on the market as of December 2019. According to a 2017 report from FiercePharma.com, it is expected that 9 of the 15 best-selling drugs worldwide in 2022 will be monoclonal antibody drugs, the fastest growing segment in the bio-pharmaceutical market.

The protein- and antibody-related service and product market is expected to grow with a CAGR of 6.2% by 2027 to U.S.$5.6 billion, according to GrandViewResearch.com.

Prior to the acquisitions of UPE and IPA Europe, the Company focused on serving primarily the diagnostic antibody market in North America. Since such acquisitions, the Company has redirected most of its focus to the therapeutic antibody market and delivering an expanded portfolio of products and services to customers in Europe, a broader segment of North America and the rest of the world.

Competition

The Company competes primarily against other CROs as well as services provided by in-house R&D departments of biopharmaceutical companies. The Company’s major CRO competitors include, but are not limited to, Abveris, Inc., Genovac (formerly part of Aldevron, LLC), Antibody Solutions, Aragen Bioscience Inc., AbCellera Biologics Inc., and Lake Pharma, Inc.

Competitive factors in the industry in which the Company operates include, but are not limited to, experience within specific therapeutic areas, quality of staff and services, reliability, range of provided services, ability to recruit principal investigators into studies expeditiously, location of 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 single-vendor platform and its experienced and committed management team. However, some of the Company’s competitors have greater financial resources and, after years of marketing and operations, an increased brand awareness in the market. Many are also well known for niche specialities such as antibody development against glycosylated peptides or specific chemical modifications, specialties that the Company also houses, but is not yet well known for, which could put the Company 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. In recent years, some 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 hold a dominant share of the market, according to a 2019 report by PricewaterhouseCoopers.

 

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The Company has a long-standing acceptance of its customized antibodies services in the market. The Company believes that the market acceptance of its products will continue as it organically grows its business, optimizes its laboratories, new sales and marketing capacities and production processes to support long-term growth. Further, the Company is one of the few approved CROs for providing multiple transgenic animal models to the market, enabling development of therapeutic antibodies without the need for antibody humanization.

See “Risk Factors – Risks Related to the Business of the Company – Competition”.

Strategy and Outlook

The Company’s management team places an emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. The Company aims to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. The Company’s strategy also includes growth through alliances and partnerships, within both its research (Talem) and service sectors, as well as potential new market sectors such as clinical manufacturing.

The Company’s objective is to continue growing as a preferred partner for therapeutic antibody researchers. Therefore, the Company’s aim is to deliver a comprehensive and integrated continuum of protein and antibody services to its clients and partners and to enable them to bring new and enhanced therapies to the clinic faster. The Company intends to continue focusing on the development and refinement of its integrated end-to-end platform, which, when coupled with strong scientific know-how, can help clients navigate through the process of lead candidate selection. The Company offers customized solutions for antibody discovery while providing details via the project management team to ensure clients have the project data they need, with the security measures required to ensure their peace of mind.

The Company believes its strategy is supported by growing trends in pharma and finance. Large pharmaceutical companies continue to outsource research, with trends showing an increase on the reliance of CROs to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends from 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 own internal research and clinical capabilities.

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, as the Company believes it can do.

The key industry participants serving the monoclonal antibodies market are Novartis, Merck & Co., Amgen, AbbVie, Johnson & Johnson, Roche. In 2016, Novartis invested U.S.$9 billion in R&D.

PricewaterhouseCoopers has reported that investments by pharma in antibody R&D are expected to increase given the rising prevalence of cancer, autoimmune disease and other chronic diseases. Antibodies are mainstay in oncology as physicians move away from other types of therapies such as small molecules. 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 sector.

See also “Summary Description of the Business – Research and Development – COVID-19 Therapeutic Research” and “Risk Factors – Risks Related to the Business of the Company”.

Intellectual Property

The Company has initiated the protection of new innovation in its product pipeline and has trademarked its ImmunoProtect™, Rapid Prime and rPEx^TM technologies. Its intellectual property strategy has been to protect its intellectual property primarily through a combination of trade secrets and copyright. See also “Risk Factors”.

 

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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, the United States 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 the Company when it is providing services to 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. See also “Risk Factors”.

RISK FACTORS

Investing in the Securities involves a high degree of risk. In addition to the other information included or incorporated by reference in this Prospectus or any applicable Prospectus Supplement, investors should carefully consider the risks described below before purchasing Securities. If any of the following risks actually occur, the Company’s business, financial condition and results of operations could materially suffer. As a result, the trading price of the Securities, including the Common Shares, could decline, and investors may lose all or part of their investment. The risks set out below are not the only risks the Company faces; risks and uncertainties not currently known to the Company or that it currently deems to be immaterial may also materially and adversely affect the Company’s business, financial condition and results of operations. Investors should also refer to the other information set forth or incorporated by reference in this Prospectus or any applicable Prospectus Supplement, including the Company’s AIF and consolidated financial statements and related notes.

Risks Related to the Business of the Company

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.

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 achieving profitability.

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 of the Company 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.

Financial Position and Additional Needs for Liquidity and Capital

The Company is a biopharmaceutical company focused on the development of novel, therapeutic antibodies. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to prove effective, gain regulatory approval

 

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or become commercially viable. The Company does not have any products approved by regulatory authorities and has not generated substantial revenues from collaboration and licensing agreements or clinical product sales to date, and has incurred significant research, development and other expenses related to ongoing operations and expects to continue to incur such expenses. As a result, the Company has not been profitable and has incurred operating losses in every reporting period since its inception and has a significant accumulated deficit. Operating costs are expected to increase in the near term as the Company continues product development efforts and expects to continue until such time as any future product sales, royalty payments, licensing fees, and/or milestone payments are sufficient to generate revenues to fund continuing operations. In addition, the Company’s operating expenses are expected to increase compared to last year as a result of its U.S. public reporting company status. The Company is unable to predict the extent of any future losses or when this business section will become profitable, if ever. Even if the Company achieves profitability, it may not be able to sustain or increase profitability on an ongoing basis.

Strategic Alliances

The Company currently has, and may in the future enter into, strategic alliances with third parties that the Company believes will complement or augment its existing business. The Company’s ability to enter into strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, strategic alliances could present unforeseen integration obstacles or costs, may not enhance the Company’s business, and may involve risks that could adversely affect the Company, including significant amounts of management time that may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the Company’s business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operation.

Regulatory or Agency Proceedings, Investigations and Audits

The Company’s business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Company to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Company may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits, and other contingencies could harm the Company’s reputation, require the Company to take, or refrain from taking, actions that could harm its operations or require the Company to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a material adverse impact on the Company’s business, financial condition and results of operations.

Litigation Risk

The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be decided against the Company, such a decision could adversely affect the Company’s ability to continue operating and the value of the Securities and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant Company resources, including the time and attention of management and available working capital. Litigation may also create a negative perception of the Company’s brand.

Intellectual Property Protection

The Company’s success will depend on its ability to obtain, protect and enforce patents on its technology and products. Any patents that the Company may own or license in the future may not afford meaningful protection for its technology and products. The Company’s efforts to enforce and maintain its 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 depends may not result

 

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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.

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, the Company may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities the Company conducts. In some situations, the Company’s confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom its employees, consultants or advisors have prior employment or consulting relationships. Although the Company 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.

Regulatory Approval Processes

The Company’s businesses are subject to certain laws, regulations, and guidelines. Although the Company intends to comply with all such laws, regulations, and guidelines there is no guarantee that the governing laws and regulations will not change which will be outside of the Company’s control. Numerous statutes and regulations govern the preclinical and clinical development, manufacture and sale, and post-marketing responsibilities for non-therapeutic and human therapeutic products in the United States, European Union, Canada, Australia and other countries that are the intended markets for current and future product candidates. Such legislation and regulation governs the approval of manufacturing facilities, the testing procedures, and controlled research that must be carried out, and the preclinical and clinical data that must be collected prior to marketing approval. The Company’s R&D efforts, as well as any future clinical trials, and the manufacturing and marketing of any products the Company may develop, will be subject to and restricted by such extensive regulation.

The process of obtaining necessary regulatory approvals is lengthy, expensive, and uncertain. The Company may fail to obtain the necessary approvals to commence or continue clinical testing or to manufacture or market potential products in reasonable time frames, if at all. In addition, governmental authorities may enact regulatory reforms or restrictions on the development of new therapies that could adversely affect the regulatory environment in which the Company operates or the development of any products the Company may develop.

Completing clinical testing and obtaining required approvals is expected to take several years and to require the expenditure of substantial resources of the Company. There can be no assurance that clinical trials will be completed successfully within any specified period of time, if at all. Furthermore, clinical trials may be delayed or suspended at any time by us or by the various regulatory authorities if it is determined at any time that the subjects or patients are being exposed to unacceptable risks.

Any failure or delay in obtaining regulatory approvals would adversely affect the Company’s ability to utilize its technology and would therefore adversely affect its operations. Furthermore, no assurance can be given that the Company’s current or future product candidates will prove to be safe and effective in clinical trials or that such product candidates will receive the requisite regulatory approval. Moreover, any regulatory approval of a drug which is eventually obtained may be granted with specific limitations on the indicated uses for which that drug may be marketed. Furthermore, product approvals may be withdrawn if problems occur following initial marketing or if compliance with regulatory standards is not maintained.

 

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Publicly Announced Milestones

From time to time, the Company may announce the timing of certain events which are expected to occur, such as the anticipated timing of results from clinical trials. These statements are forward-looking and are based on the best estimates of management at the time. However, the actual timing of such events may differ significantly from what has been publicly disclosed. The timing of events such as the initiation or completion of a clinical trial, filing of an application to obtain regulatory approval, or an announcement of additional clinical trials for a product candidate may ultimately vary from what is publicly disclosed. These variations in timing may occur as a result of different events, including the nature of the results obtained during a clinical trial or during a research phase, problems with a CMO or CRO or any other event having the effect of delaying the publicly announced timeline. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. Any variation in the timing of previously announced milestones could have a material adverse effect on the Company’s business plan, financial condition or operating results, and the trading price of the Common Shares.

Business Development and Marketing Strategies

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.

Competition

Although the Company believes that there are only a limited number of full-service, biologics, CRO firms, the Company may face intense competition in selling its products and services. Some competitors may have marketing, financial, development and personnel resources which exceed those of the Company. As a result of this competition, the Company may be unable to maintain its operations or develop them as currently proposed on terms it considers acceptable or at all. Increased competition by larger, better-financed competitors with geographic advantages could materially and adversely affect the Company’s business, financial condition and results of operations. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy client demands, (ii) superior client 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 client 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 clients or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Client 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 acquisitions translate to spreading the Company’s 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.

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.

 

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Research and Development and Product Development

The Company is a life science company that makes customized antibodies and is engaged in the research and product development of new antibodies, processes, procedures and innovative approaches to the antibody production. The Company has been engaged in such research and development activities for over 30 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. Furthermore, 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 clients.

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 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.

Loss of Clients

The Company’s clients 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 clients are currently comprised of a number of small and larger pharma entities, the Company is making a strategic shift to increase the number of larger pharma and biotech clients, including the size of each service contract. If any one of the Company’s major clients cancels its contract with the Company, its revenue may decrease.

Public Company in the United States

As a public company in the United States, the Company will incur additional legal, accounting, reporting and other expenses that it did not incur as a public company in Canada. The additional demands associated with being a U.S. public company may disrupt regular operations of business by diverting the attention of some of the Company’s senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting the Company’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing its business. Any of these effects could harm the Company’s business, results of operations and financial condition. In general, the United States tends to be more litigious than Canada and being a public company in the United States may make it more likely that the Company is subjected, from time to time, to the types of lawsuits that affect public companies in the United States.

Delivery and Performance Requirements in Client Contracts

In order to maintain its current client relationships and to meet the performance and delivery requirements in its client 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 clients

 

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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 clients 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 clients or fail to expand its existing relationships.

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.

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 clients 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.

Pandemic Risk

The Company is currently unable to determine whether the ongoing COVID-19 pandemic will have a negative effect on the Company’s results in the remainder of 2020 or beyond, and the future course and duration of the outbreak remain unknown. There has been minimal impact on the Company’s operations and results to date, 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. See also “Summary Description of the Business – Research and Development – COVID-19 Therapeutic Research”.

 

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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 sufficient 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.

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 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 the Company’s best interests. However, in conflict of interest situations, the Company’s directors and officers may owe the 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.

Competition and 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 provides services, either on its own or through collaborative efforts. The Company’s pharmaceutical and biotechnology company clients 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 its competitors may also operate with a lower cost structure. The Company anticipates that it will face increased competition in the future as it expands its operations and its products and services and 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 clients 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 its technologies obsolete. While the Company plans to develop technologies that will give it a competitive advantage, it may not be able to develop the technologies necessary for it to successfully compete in the future. Additionally, the existing approaches of the Company’s competitors or new approaches or technologies developed by its competitors may be more effective than those it develops. The Company may not be able to compete successfully with existing or future competitors.

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, clients

 

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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, clients or banks will be unable to meet their obligations under agreements with the Company.

Limited Number of Suppliers

The Company currently purchases animals and 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 its products and perform its services on a timely basis or in a cost-efficient manner.

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.

Restricted 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 its clients and that it derives from performing these services. However, the Company’s clients may not allow it to use this information with other clients, such as the general interaction between types of chemistries and types of drug targets that the Company generates when performing drug discovery services for its clients. Without the ability to use this information, the Company may not be able to develop a database, which may limit its ability to improve the efficiency of the drug discovery services it provides.

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 monoclonal and polyclonal 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 clients. 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.

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.

 

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Enforcement of Civil Liabilities

The Company is organized under the laws of the Province of British Columbia with its registered place of business in Canada, some of its directors and officers reside outside the United States and the majority of the Company’s assets and the all or a substantial portion of the assets of these persons may be located outside the United States. Consequently, it may be difficult for investors who reside in the United States to effect service of process in the United States upon the Company or upon such persons who are not residents of the United States, or to realize upon judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws.

Foreign Private Issuer

The Company is a “foreign private issuer” as such term is defined in Rule 405 under the United States Securities Act of 1933, and is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare its disclosure documents filed under the U.S. Exchange Act in accordance with Canadian disclosure requirements. Under the U.S. Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company will not file the same reports that a U.S. domestic issuer would file with the SEC, although it will be required to file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the officers, directors, and principal shareholders of the Company are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the officers, directors and principal shareholders of the Company purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Company is exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. It is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company expects to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and shareholders should not expect to receive in every case the same information at the same time as such information is provided by U.S. domestic companies. In addition, as a foreign private issuer, the Company has the option to follow certain Canadian corporate governance practices, provided that the Company discloses the requirements that are not being followed and describes the Canadian practices being followed instead. The Company plans to rely on this exemption. As a result, the Company’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.

Foreign Exchange Rates

The Company may conduct business with clients, distributors, suppliers, other service providers and affiliates in currencies other than Canadian Dollars. Therefore, the Company’s business could be adversely affected by fluctuations in domestic or foreign currencies.

Risks Related to the Securities of the Company

Effects of Future sales or issuances of Equity Securities or Debt Securities

The Company may sell additional Equity Securities in subsequent offerings (including through the sale of securities convertible into Equity Securities) and may issue additional Equity Securities to finance operations, acquisitions or other projects. The Company cannot predict the size of future issuances of Equity Securities or the size and terms of future issuances of debt instruments or other securities convertible into Equity Securities or the effect, if any, that future issuances and sales of Securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, would result in dilution, possibly substantial, to securityholders. Exercises of presently outstanding share options may also result in dilution to securityholders.

 

23

The Company’s board of directors (the “Board”) has the authority to authorize certain offers and sales of additional securities without the vote of, or prior notice to, shareholders. Based on the need for additional capital to fund expected expenditures and growth, the Company expects that it will issue additional securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price for the Common Shares.

Sales of substantial amounts of Securities, or the availability of such Securities for sale, could adversely affect the prevailing market prices for Securities and dilute investors’ earnings per share. A decline in the market prices of the Securities could impair the Company’s ability to raise additional capital through the sale of Securities should the Company desire to do so. Sales of Common Shares by shareholders might also make it more difficult for the Company to sell Equity Securities at a time and price that it may deem to be appropriate.

Common Share Price Volatility

An investment in the Company’s Securities is highly speculative. The market prices for the securities of pharmaceutical companies, including the Company’s, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the financial performance or prospects of any particular company. In addition, because of the nature of the Company’s business, certain factors such as announcements, competition from new therapeutic products or technological innovations, governmental regulations, fluctuations in operating results, results of clinical trials, public concern regarding the safety of drugs generally, general market conductions, developments in patent and proprietary rights, the Company’s financial condition or results of operations as reflected in its quarterly and annual financial statements, operating performance and the performance of competitors and other similar companies, changes in earnings estimates or recommendations by research analysts who track the Company’s securities or securities of other companies in the life sciences sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under the heading “Cautionary Statement Regarding Forward-Looking Statements” can have an adverse impact on the market price of the Common Shares.

Any negative change in the public’s perception of the Company’s prospects could cause the price of the Securities, including the price of the Common Shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of life sciences companies in general could depress the price of the Securities, including the price of the Common Shares, regardless of the Company’s financial and operating results. In the past, following declines in the market price of a company’s securities, securities class-action litigation often has been instituted against said company. Litigation of this type, if instituted, could result in substantial costs and a diversion of the Company’s management’s attention and resources.

Discretion in Use of Proceeds

While detailed information regarding the use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement, the Company will have broad discretion over the use of the net proceeds from an offering by the Company of its securities. Because of the number and variability of factors that will determine the Company’s use of such proceeds, the Company’s ultimate use might vary substantially from its planned use. Investors and securityholders may not agree with how the Company allocates or spends the proceeds from an offering of Securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of its Securities, including the market value of the Common Shares, and that may increase its losses.

Dividend Policy

No dividends on the Common Shares have been paid by the Company to date. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Board, after taking into account a multitude of factors appropriate in the circumstances, including the Company’s operating results, financial condition and current and anticipated cash needs.

 

24

Liquid Market for Common Shares

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Company’s Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the TSXV or achieve listing on any other public listing exchange.

The Company has applied to list the Common Shares on the Nasdaq. The Common Shares are not currently listed on a national stock exchange in the United States. If an active trading market does not develop in the United States, investors may have difficulty selling any of the Common Shares that they buy over a U.S. exchange. The Company cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the Nasdaq or otherwise, or how liquid that market might become. The price of the Common Shares in any offering that may be completed pursuant to a Prospectus Supplement may not be indicative of prices that will prevail in the United States trading market or otherwise following such offering. Listing of the Common Shares on the Nasdaq in addition to the TSXV may increase price volatility on the TSXV and also result in volatility of the trading price on the Nasdaq because trading will be in two markets, which may result in less liquidity on both exchanges. In addition, different liquidity levels, volumes of trading, currencies and market conditions on the two exchanges may result in different prevailing trading prices.

Lack of Market for Securities other than Common Shares

There is currently no market through which any of the Securities, other than the Common Shares, may be sold and, unless otherwise specified in the applicable Prospectus Supplement, Debt Securities, Subscription Receipts, Units or Warrants will not be listed on any securities or stock exchange or any automated dealer quotation system. As a consequence, purchasers may not be able to resell Debt Securities, Subscription Receipts, Units or Warrants purchased under this Prospectus. This may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these securities and the extent of issuer regulation. There can be no assurance that an active trading market for the Securities, other than the Common Shares, will develop or, if developed, that any such market, including for the Common Shares, will be sustained.

Unsecured Debt

Unless otherwise indicated in the applicable Prospectus Supplement, the Debt Securities will be unsecured and will rank equally in right of payment with all of the Company’s other existing and future unsecured debt. The Debt Securities will be effectively subordinated to all of the Company’s existing and future secured debt to the extent of the assets securing such debt. If the Company is involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to the extent of the value of the assets securing the secured debt, be paid before the holders of unsecured Debt Securities, including the Debt Securities. In that event, a holder of Debt Securities may not be able to recover any principal or interest due to it under the Debt Securities. See “Description of Debt Securities”.

USE OF PROCEEDS

Use of Proceeds

Unless otherwise indicated in a Prospectus Supplement relating to a particular offering, the Company currently intends to use the net proceeds from the sale of Securities for working capital requirements, general corporate purposes and the advancement of its business objectives outlined below.

In order to raise additional funds to finance future growth opportunities, the Company may, from time to time, issue Securities. More detailed information regarding the use of proceeds from the sale of Securities, including any determinable milestones at the applicable time, will be described in a Prospectus Supplement. The Company may also, from time to time, issue securities otherwise than pursuant to a Prospectus Supplement to this Prospectus.

 

25

Business Objectives

Over the next twelve months, the Company’s growth strategy includes the following:

 

•

Continued growth of therapeutic antibody client network by offering broad access to platforms for use with multiple, transgenic animal species and strains and many services related to the discovery, characterization, manufacturing, optimization and engineering of antibodies and protein services.

 

•

Expansion of sales team as well as sales and marketing initiatives.

 

•

Progression of existing, and establishment of new, collaborations in the field of artificial intelligence for drug discovery.

 

•

Enhancement of existing technologies, and/or access to technologies, for bi- and multi-specific antibody generation and manufacturing.

 

•

Addition of VLP generation for immunization and screening.

 

•

Addition of a new human library to offer a broader diversity in lead candidates in future campaigns.

 

•

Implementation of next-generation of B cell selection and screening technology.

 

•

Expansion of the vivarium at IPA Canada to answer the increasing demand for rodent immunizations, both wild-type and transgenic animals, as well as to expand opportunities for pre-clinical animal trials.

 

•

Increase automation and throughput in protein manufacturing to increase capacity.

 

•

Intensification of collaborations with third-party transgenic animal companies, offering streamlined transgenic animal access for clients.

 

•

Support and intensification of collaborative partnerships and internal therapeutic antibody discovery to design, develop, select and test novel, therapeutic antibodies against a variety of disease indications, including, but not limited to, immuno-oncology and COVID-19.

CONSOLIDATED CAPITALIZATION

Since July 31, 2020, the date of the Company’s financial statements for the most recently completed financial period, there have been no material changes in the Company’s consolidated share and loan capital.

PRIOR SALES

During the 12-month period before the date of this Prospectus, the Company completed the following issuances of Securities:

Common Shares

 

Date of Sale or Grant		Issue or Exercise Price				Number of Common Shares
October 27, 2020		$	0.85				58,822
October 23, 2020		$	1.01				15,500
October 22, 2020		$	1.25				126,000
October 21, 2020		$	1.25				761,000
October 20, 2020		$	1.25				125,000
October 9, 2020		$	1.25				26,000
October 6, 2020		$	0.85				223,529
October 5, 2020		$	1.01				22,500
October 5, 2020		$	0.85				58,823
October 2, 2020		$	1.01				5,000
September 25, 2020		$	1.25				87,500

 

26

Date of Sale or Grant		Issue or Exercise Price				Number of Common Shares
September 24, 2020		$	1.25				127,500
September 23, 2020		$	1.25				492,346
September 23, 2020		$	0.70				50,000
September 22, 2020		$	1.25				3,425,000
September 21, 2020		$	1.25				800,000
September 21, 2020		$	0.85				76,470
September 18, 2020		$	1.25				223,500
September 18, 2020		$	0.30				250,000
September 17, 2020		$	1.25				494,000
September 16, 2020		$	1.25				359,000
September 14, 2020		$	1.25				228,000
September 11, 2020		$	1.25				235,000
September 11, 2020		$	0.70				25,000
September 10, 2020		$	1.25				117,000
September 10, 2020		$	0.30				5,000
September 9, 2020		$	1.25				291,000
September 9, 2020		$	1.01				15,000
September 8, 2020		$	1.25				78,654
September 4,2020		$	1.25				40,000
September 2, 2020		$	1.25				202,500
September 1, 2020		$	1.25				165,000
August 31, 2020		$	1.25				83,000
August 28, 2020		$	1.25				65,000
August 27, 2020		$	1.25				91,500
August 25, 2020		$	1.25				10,000
August 24, 2020		$	1.25				17,500
August 18, 2020		$	1.25				25,000
August 18, 2020		$	1.01				5,000
August 17, 2020		$	0.30				25,000
August 7, 2020		$	1.25				35,000
August 5, 2020		$	1.25				25,000
August 5,2020		$	1.25				20,000
August 4, 2020		$	0.80				121,600
July 28, 2020		$	1.01				5,000
July 16, 2020		$	1.25				50,000
July 16, 2020		$	0.70				30,000
July 15, 2020		$	1.25				35,000
July 13, 2020		$	0.80				78,400
July 10, 2020		$	1.25				30,000
July 10, 2020		$	0.70				20,000
July 8, 2020		$	1.25				10,000
July 7, 2020		$	1.25				15,000
July 3, 2020		$	1.00				295,000
July 3, 2020		$	0.70				60,500
July 2, 2020		$	0.70				10,000
June 30, 2020		$	1.25				15,000
June 29, 2020		$	1.25				255,000
June 26, 2020		$	1.25				125,000
June 25, 2020		$	1.25				8,500
June 25, 2020		$	0.70				10,000
June 24, 2020		$	1.25				50,000
June 22, 2020		$	1.25				40,000
June 19, 2020		$	1.25				250,000
June 18, 2020		$	1.25				35,000
June 18, 2020		$	0.70				30,000

 

27

Date of Sale or Grant		Issue or Exercise Price				Number of Common Shares
June 17, 2020		$	1.01				5,000
June 17, 2020		$	1.00				12,500
June 17, 2020		$	0.30				5,000
June 16, 2020		$	1.25				30,000
June 16, 2020		$	1.00				145,500
June 16, 2020		$	0.70				39,500
June 16, 2020		$	0.30				15,000
June 15, 2020		$	1.00				12,500
June 15, 2020		$	0.70				10,000
June 12, 2020		$	1.25				120,000
June 11, 2020		$	1.25				30,000
June 11, 2020		$	1.00				63,750
June 10, 2020		$	1.00				27,000
June 10, 2020		$	0.70				67,000
June 9, 2020		$	1.25				340,000
June 9, 2020		$	1.00				23,750
June 9, 2020		$	0.70				75,000
June 8, 2020		$	1.25				22,500
June 8, 2020		$	1.00				31,250
June 5, 2020		$	0.30				5,000
June 4, 2020		$	1.25				192,500
June 4, 2020		$	1.00				70,250
June 1, 2020		$	1.01				52,5000
June 1, 2020		$	1.00				20,000
June 1, 2020		$	0.30				15,000
May 29, 2020		$	1.00				23,500
May 28, 2020		$	1.25				50,000
May 28, 2020		$	1.00				25,000
May 27, 2020		$	1.00				100,000
May 26, 2020		$	1.00				25,000
May 22, 2020		$	0.70				275,000
May 8, 2020		$	0.70				100,000
May 1, 2020		$	0.77				664,163
April 16, 2020		$	0.70				5,971
April 15, 2020		$	0.70				300,000
April 14, 2020		$	0.70				375,000
March 26, 2020		$	0.60				1,244,792

Debt Securities

On May 15, 2020, the Company completed an offering of an aggregate principal amount of $2,592,000 of 10% Debentures which are due and payable on May 15, 2022. On May 22, 2020 the Company completed an offering of an additional aggregate principal amount of $35,000 of 10% Debentures which are due and payable on May 22, 2022. The principal amount of the 10% Debentures may be converted at the option of the holders thereof into Common Shares at a price of $0.85 per Common Share .

TRADING PRICE AND VOLUME

The Company’s Common Shares are listed and posted for trading on the TSXV under the symbol “IPA” and the OTC Markets Platform under the symbol “IPATF”. The following table sets forth the reported high and low closing sale

 

28

prices and the aggregate volume of trading of the Common Shares on the TSXV during the 12 months preceding the date of this Prospectus:

 

		Price Range
		High				Low				Volume
2020
November 1 to 5		$	2.26			$	2.00				1,494,022
October		$	2.92			$	2.12				6,991,605
September		$	3.14			$	1.55				11,699,880
August		$	1.83			$	1.32				4,522,290
July		$	1.73			$	1.10				7,185,754
June		$	2.06			$	1.37				11,176,932
May		$	1.50			$	0.77				6,810,034
April		$	0.90			$	0.70				4,075,807
March		$	0.80			$	0.62				4,307,828
February		$	0.78			$	0.55				1,745,656
January		$	0.67			$	0.51				1,096,141
2019
December		$	0.65			$	0.50				1,028,900
November		$	0.65			$	0.52				1,197,777

EARNINGS COVERAGE RATIOS

If the Company offers Debt Securities having a term to maturity in excess of one year or Preferred Shares under this Prospectus and any applicable Prospectus Supplement, the applicable Prospectus Supplement will include earnings coverage ratios giving effect to the issuance of such securities.

DESCRIPTION OF COMMON SHARES

Each Common Share entitles the holder thereof to one vote at any meeting of shareholders. The holders of Common Shares are entitled to receive if, as and when declared by the Board, dividends in such amounts as shall be determined by the Board. The holders of Common Shares have the right to receive the Company’s remaining property and assets in the event of a liquidation, dissolution or winding-up, whether voluntary or involuntary. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

As of the date of this Prospectus, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value. As of the date of this Prospectus, 83,809,015 Common Shares are issued and outstanding.

Deferred Share Issuances

In accordance with the terms of a share purchase agreement dated March 15, 2018, pursuant to which the Company acquired IPA Europe (then Modiquest Research B.V.) from Immusys B.V., as consideration for the transactions contemplated therein, on or before December 31, 2020, the Company is required to pay Immusys B.V. (i) €333,556 in cash, and (ii) the equivalent of €333,556 in Common Shares, based on a price per Common Share of the greater of (A) $0.57, and (B) the closing price of the Common Shares on May 1, 2021, converted into Euros using the Bank of Canada’s 10-day average exchange rate as of the day prior to the date such Common Shares are issued. For reference, in the event the Company were to issue such Common Shares as of the date of this Prospectus, 249,941 Common Shares would be issuable to Immusys B.V, based on a closing price of $2.07 on the TSXV on November 5, 2020 and the Bank of Canada’s 10-day average exchange rate as of November 5, 2020 of €1.00 = $1.5511.

In accordance with the terms of a share exchange agreement dated August 10, 2017, pursuant to which the Company acquired UPE from certain former shareholders of UPE, as consideration for the transactions contemplated therein, on December 31, 2020, the Company is required to pay the equivalent of €682,544 in cash or issuance of Common Shares at the sole discretion of the former shareholder to the former shareholders of UPE, based on a per Common Share price of $1.00 converted into Euros using the bank of Canada exchange rate on the day prior to the date such Common Shares are issued. For reference, if the Company were to issue such Common Shares as of the date of this Prospectus, an aggregate of 442,434 Common Shares would be issuable to the former shareholders of UPE, based on the Bank of Canada exchange rate of $1.00 = €0.6482.

 

29

Shareholder Rights Plan

The Company adopted a shareholder rights plan on October 17, 2019 which was ratified by the shareholders on November 22, 2019 (the “Rights Plan”). Under the Rights Plan, the Company issued one right (a “Right”) in respect of each Common Share or other security which entitles the holder to vote generally in the election of directors (“Voting Share”) outstanding on October 17, 2019, and will issue one Right for each additional Voting Share issued after October 17, 2019 but prior to the separation time or the expiry of the Rights. The Rights Plan has an indefinite term but must be reconfirmed by the shareholders every three years to remain in effect. The Rights will separate from the Voting Shares and will generally only be exercisable ten trading days after a person has acquired, or commences to acquire, 20% or more of the Voting Shares, other than by acquisition pursuant to: a voting share reduction (generally, a repurchase or redemption of shares by the Company which has the effect of increasing the person’s or company’s percentage ownership of the Company); a takeover bid permitted by the Rights Plan (a “Permitted Bid” or a “Competing Permitted Bid”); an exempt acquisition (an acquisition in respect of which the Board has waived the application of the Rights Plan or an acquisition made pursuant to a shareholder-approved transaction such as an amalgamation or arrangement or an acquisition made as an intermediate step in a larger transaction where the acquiring party has then distributed the shares out to its security holders); and a pro rata acquisition (generally, the acquisition of shares pursuant to a rights offering, public offering or private placement to the extent necessary to prevent dilution of the person’s or company’s shareholding). The acquisition by any person (an “Acquiring Person”) of more than 20% of the Voting Shares, other than by way of a voting share reduction, a Permitted Bid, a Competing Permitted Bid, an exempt acquisition, and a pro rata acquisition is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person), will permit the purchase of shares at a 50% discount in accordance with the terms of the Rights Plan.

DESCRIPTION OF PREFERRED SHARES

The Company is not currently authorized to issue Preferred Shares. Subject to obtaining all necessary corporate and regulatory approvals and amending the Notice of Articles of the Company to authorize the creation and issuance of Preferred Shares, in one or more classes or series, in accordance with the provisions of the BCBCA, the Board may fix from time to time before each issuance of a class or series of Preferred Shares, the number of Preferred Shares comprising each class or series and the designation, rights, privileges, restrictions and conditions attaching to each class or series of Preferred Shares including, any voting rights, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion, if any, and any sinking fund or other provisions. Unless otherwise indicated in the applicable Prospectus Supplement, all Preferred Shares to be issued from time to time under this Prospectus will be fully paid and non-assessable.

The particular terms and provisions of the Preferred Shares as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Preferred Shares, and the extent to which the general terms and provisions described below may apply to such Preferred Shares will be described in the applicable Prospectus Supplement. Preferred Shares may be offered separately or together with other Securities, as the case may be.

The Preferred Shares of each class or series will be entitled, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Company, or any other return of capital or distribution, to a preference over the Common Shares and over any other shares of the Company ranking by their terms junior to the Preferred Shares of that class or series. The Prospectus Supplement relating to the Preferred Shares offered will contain a description of the specific terms of that class or series of Preferred Shares as fixed by the Board, including, as applicable:

 

•

the number of Preferred Shares offered and the offering price of the Preferred Shares;

 

•

the designation and any stated value of the Preferred Shares;

 

30

•

the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation of such rates, periods or dates applicable to the Preferred Shares;

 

•

the date from which dividends on the Preferred Shares will accumulate, if applicable;

 

•

the liquidation rights of the Preferred Shares;

 

•

the procedures for auction and remarketing, if any, of the Preferred Shares;

 

•

the sinking fund provisions, if applicable, for the Preferred Shares;

 

•

the redemption provisions, if applicable, for the Preferred Shares;

 

•

whether the Preferred Shares will be convertible into or exchangeable for other securities and, if so, the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining the same);

 

•

whether the Preferred Shares will have voting rights and the terms of any voting rights;

 

•

whether the Preferred Shares will be listed on any securities or stock exchange or on any automated dealer quotation system;

 

•

whether the Preferred Shares will be issued with any other securities and, if so, the amount and terms of these securities; and

 

•

any other specific terms, preferences or rights of, or limitations or restrictions on, the Preferred Shares.

The applicable Prospectus Supplement will also contain a discussion of any material Canadian income tax considerations relevant to the purchase and ownership of the Preferred Shares offered by the Prospectus Supplement.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities. Prospective investors should rely on information in the applicable Prospectus Supplement if it is different from the following information.

Debt Securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue Debt Securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.

The Debt Securities will be issued under one or more indentures (each, a “Trust Indenture”), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “Trustee”).

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedar.com.

 

31

General

The applicable Trust Indenture will not limit the aggregate principal amount of Debt Securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue Debt Securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable Prospectus Supplement, the Debt Securities will be unsecured obligations of the Company.

The Company may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the Debt Securities previously issued and to issue that increased principal amount.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby, including, but not limited to, the following:

 

•

the designation, aggregate principal amount and authorized denominations of such Debt Securities;

 

•

the percentage of principal amount at which the Debt Securities will be issued;

 

•

whether payment on the Debt Securities will be senior or subordinated to other liabilities or obligations of the Company;

 

•

whether the payment of the Debt Securities will be guaranteed by any other person;

 

•

the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the Debt Securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Company will pay the principal and any premium on the Debt Securities and the portion (if less than the principal amount) of Debt Securities to be payable upon a declaration of acceleration of maturity;

 

•

whether the Debt Securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;

 

•

the place or places the Company will pay principal, premium, if any, and interest, if any, and the place or places where Debt Securities can be presented for registration of transfer or exchange;

 

•

whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the Debt Securities, and whether and on what terms the Company will have the option to redeem the Debt Securities rather than pay the additional amounts;

 

•

whether the Company will be obligated to redeem or repurchase the Debt Securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;

 

•

whether the Company may redeem the Debt Securities at its option and the terms and conditions of any such redemption;

 

•

the denominations in which the Company will issue any registered and unregistered Debt Securities;

 

•

the currency or currency units for which Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the Debt Securities will be made by delivery of Common Shares or other property;

 

•

whether payments on the Debt Securities will be payable with reference to any index or formula;

 

•

if applicable, the ability of the Company to satisfy all or a portion of any redemption of the Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;

 

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•

whether the Debt Securities will be issued as “Global Securities” (as defined below) and, if so, the identity of the depositary for the Global Securities;

 

•

whether the Debt Securities will be issued as unregistered securities (with or without coupons), registered securities or both;

 

•

the periods within which and the terms and conditions, if any, upon which the Company may redeem the Debt Securities prior to maturity and the price or prices of which, and the currency or currency units in which, the Debt Securities are payable;

 

•

any events of default or covenants applicable to the Debt Securities;

 

•

any terms under which Debt Securities may be decreased, whether at or prior to maturity;

 

•

whether the holders of any series of Debt Securities have special rights if specified events occur;

 

•

any mandatory or optional redemption or sinking fund or analogous provisions;

 

•

the terms, if any, for any conversion or exchange of the Debt Securities for any other securities;

 

•

rights, if any, on a change of control;

 

•

provisions as to modification, amendment or variation of any rights or terms attaching to the Debt Securities;

 

•

the Trustee under the Trust Indenture pursuant to which the Debt Securities are to be issued;

 

•

whether the Company will undertake to list the Debt Securities of the series on any securities exchange or automated interdealer quotation system; and

 

•

any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the Debt Securities being offered which do not apply generally to other Debt Securities, or any covenants or events of default generally applicable to the Debt Securities which do not apply to a particular series of the Debt Securities.

The Company reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Unless stated otherwise in the applicable Prospectus Supplement, no holder of Debt Securities will have the right to require the Company to repurchase the Debt Securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue Debt Securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the Debt Securities for a foreign currency or currency unit, and payments on the Debt Securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable Prospectus Supplement.

Unless otherwise indicated in the applicable Prospectus Supplement, the Company may issue Debt Securities with terms different from those of Debt Securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of Debt Securities and issue additional Debt Securities of such series.

 

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Ranking and Other Indebtedness

Unless otherwise indicated in an applicable Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable Prospectus Supplement, and they will rank equally and rateably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable Prospectus Supplement. The Company reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of Debt Securities will be senior or will be subordinated to the prior payment of the Company’s other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any other person and the nature and priority of any security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable Prospectus Supplement, Debt Securities of any series may be issued in whole or in part in the form of one or more global securities (“Global Securities”) registered in the name of a designated clearing agency (a “Depositary”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will, to the extent not described herein, be described in the Prospectus Supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the Debt Securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee (“Participants”). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the Debt Securities or by the Company if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the Debt Securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants. Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of Debt Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Debt Securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

 

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Owners of beneficial interests in a Global Security will not be entitled to have the Debt Securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder’s interest in a debt security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the Debt Securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry Debt Securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying Prospectus Supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the Debt Securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this Prospectus or in any Prospectus Supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Depositary Participants.

Unless otherwise stated in the applicable Prospectus Supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any Debt Securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the Debt Securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable Prospectus Supplement, unregistered securities will have interest coupons attached.

In the event that the Debt Securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable Prospectus Supplement, payment of principal, premium, if any, and interest, if any, on the Debt Securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest, if any, will be made to the persons in whose name the Debt Securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of Debt Securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable Prospectus Supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered

 

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securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable Prospectus Supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable Prospectus Supplement may indicate the places to register a transfer of the Debt Securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the Debt Securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

DESCRIPTION OF WARRANTS

General

This section describes the general terms that will apply to any Warrants for the purchase of Equity Securities (“Equity Warrants”) or for the purchase of Debt Securities (“Debt Warrants”).

Warrants may be issued independently or together with other securities, and Warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agency agreements to be entered into by the Company and with one or more financial institutions or trust companies acting as warrant agent. The applicable Prospectus Supplement relating to any Warrants that the Company offers will describe the particular terms of those Warrants and include specific terms relating to the offering.

The statements made in this Prospectus relating to any warrant agreement and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. Prospective investors should refer to the warrant indenture or warrant agency agreement relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture or warrant agency agreement relating to an offering or Warrants will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedar.com.

Original purchasers of Warrants (if offered separately) will have a contractual right of rescission against the Company in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia) (the “BC Securities Act”), and is in addition to any other right or remedy available to original purchasers under section 131 of the BC Securities Act or otherwise at law.

In an offering of Warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the Warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights, or consult with a legal advisor.

 

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Equity Warrants

The particular terms of each issue of equity Warrants will be described in the applicable Prospectus Supplement. This description will include, where applicable:

 

•

the designation and aggregate number of Equity Warrants;

 

•

the price at which the Equity Warrants will be offered;

 

•

the currency or currencies in which the Equity Warrants will be offered;

 

•

the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire;

 

•

the number of Equity Securities that may be purchased upon exercise of each equity warrant and the price at which and currency or currencies in which the Equity Securities may be purchased upon exercise of each Equity Warrant;

 

•

the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of Equity Securities that may be purchased, (ii) the exercise price per Common Share or (iii) the expiry of the Equity Warrants;

 

•

whether the Company will issue fractional shares;

 

•

whether the Company has applied to list the Equity Warrants or the underlying shares on a securities exchange or automated interdealer quotation system;

 

•

the designation and terms of any securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each Security;

 

•

the date or dates, if any, on or after which the Equity Warrants and the related securities will be transferable separately;

 

•

whether the Equity Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;

 

•

material Canadian federal income tax consequences of owning the Equity Warrants; and

 

•

any other material terms or conditions of the Equity Warrants.

Debt Warrants

The particular terms of each issue of debt Warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

 

•

the designation and aggregate number of Debt Warrants;

 

•

the price at which the Debt Warrants will be offered;

 

•

the currency or currencies in which the Debt Warrants will be offered;

 

•

the designation and terms of any securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each Security;

 

•

the date or dates, if any, on or after which the Debt Warrants and the related securities will be transferable separately;

 

•

the principal amount of Debt Securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each Debt Warrant;

 

•

the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire;

 

37

•

the minimum or maximum amount of Debt Warrants that may be exercised at any one time;

 

•

whether the Debt Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;

 

•

material Canadian federal income tax consequences of owning the Debt Warrants; and

 

•

any other material terms or conditions of the Debt Warrants. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants.

DESCRIPTION OF UNITS

The Corporation may issue Units, separately or together, with other Securities. The applicable Prospectus Supplement will include details of the Units being offered thereunder.

Each Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security. The following describes the general terms that will apply to any Units that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Units offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The particular terms and provisions of the Units offered under any Prospectus Supplement, and the extent to which the general terms of the Units described in this Prospectus apply to those Units, will be set out in the applicable Prospectus Supplement. This description will include, where applicable: (i) the number of Units offered; (ii) the price or prices, if any, at which the Units will be offered; (iii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); (iv) the currency in which the Units will be offered; (v) the Securities comprising the Units; (vi) whether the Units will be issued with any other securities and, if so, the amount and terms of such securities; (vii) any minimum or maximum subscription amount; (viii) whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent Global Securities and the basis of exchange, transfer and ownership thereof; (ix) whether the Company will apply to list the Units on a securities exchange or automated interdealer quotation system; (x) any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and (xi) any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Company may issue Subscription Receipts separately or in combination with one or more other Securities. The Subscription Receipts will entitle holders thereof to receive, upon satisfaction of certain release conditions and for no additional consideration, Equity Securities, Debt Securities, Warrants, Units or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), each to be entered into between the Company and an escrow agent (the “Escrow Agent”) that will be named in the relevant Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. The Company will file a copy of any Subscription Receipt Agreement relating to an offering of Subscription Receipts with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and such Subscription Receipt Agreement will be available electronically at www.sedar.com.

 

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General

The Prospectus Supplement and the Subscription Receipt Agreement for any Subscription Receipts that the Company may offer will describe the specific terms of the Subscription Receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

 

•

the designation and aggregate number of Subscription Receipts being offered;

 

•

the price at which the Subscription Receipts will be offered;

 

•

the designation, number and terms of the Equity Securities, Debt Securities, Warrants, Unites or any combination thereof to be received by the holders of Subscription Receipts upon satisfaction of the release conditions, and any procedures that will result in the adjustment of those numbers;

 

•

the conditions (the “Release Conditions”) that must be met in order for holders of Subscription Receipts to receive, for no additional consideration, the Equity Securities, Debt Securities, Warrants, Unites or any combination thereof;

 

•

the procedures for the issuance and delivery of the Equity Securities, Debt Securities, Warrants, Unites or any combination thereof to holders of Subscription Receipts upon satisfaction of the Release Conditions;

 

•

whether any payments will be made to holders of Subscription Receipts upon delivery of the Equity Securities, Debt Securities, Warrants, Unites or any combination thereof upon satisfaction of the Release Conditions;

 

•

the identity of the Escrow Agent;

 

•

the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the “Escrowed Funds”), pending satisfaction of the Release Conditions;

 

•

the terms and conditions pursuant to which the Escrow Agent will hold Equity Securities, Debt Securities, Warrants, Units or any combination thereof pending satisfaction of the Release Conditions;

 

•

the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;

 

•

if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;

 

•

procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;

 

•

any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;

 

•

any entitlement of the Company to purchase the Subscription Receipts in the open market by private agreement or otherwise;

 

•

whether the Company will issue the Subscription Receipts as Global Securities and, if so, the identity of the depository for the Global Securities;

 

39

•

whether the Company will issue the Subscription Receipts as bearer securities, as registered securities or both;

 

•

provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Equity Securities, Debt Securities, Warrants or other the Company securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;

 

•

whether the Company will apply to list the Subscription Receipts on a securities exchange or automated interdealer quotation system;

 

•

material Canadian federal income tax consequences of owning the Subscription Receipts; and

 

•

any other material terms or conditions of the Subscription Receipts.

Original purchasers of Subscription Receipts will have a contractual right of rescission against the Company in respect of the conversion of the subscription receipt. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the subscription receipt upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipt under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipt under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the BC Securities Act, and is in addition to any other right or remedy available to original purchasers under section 131 of the BC Securities Act or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of Subscription Receipts will not be, and will not have the rights of, shareholders of the Company. Holders of Subscription Receipts are entitled only to receive Equity Securities, Debt Securities, Warrants, Units or any combination thereof on exchange of their Subscription Receipts, plus any cash payments, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of Subscription Receipts shall be entitled to a refund of all or a portion of the subscription price thereof and all or a portion of the pro rata share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares or Warrants may be held in escrow by the Escrow Agent and will be released to the holders of Subscription Receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

 

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The Subscription Receipt Agreement will also specify that the Company may amend any Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holders of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

The foregoing summary of certain of the principal provisions of the Securities is a summary of anticipated terms and conditions only and is qualified in its entirety by the description in the applicable Prospectus Supplement under which any Securities are being offered.

DENOMINATIONS, REGISTRATION AND TRANSFER

The Securities will be issued in fully registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of Debt Securities pursuant to the provisions of the applicable Trust Indenture, as supplemented by a supplemental indenture). Other than in the case of book-entry only securities, Securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed) in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose with respect to any issue of Securities referred to in the Prospectus Supplement. No service charge will be made for any transfer, conversion or exchange of the Securities but the Company may require payment of a sum to cover any transfer tax or other governmental charge payable in connection therewith. Such transfer, conversion or exchange will be effected upon such registrar or transfer agent being satisfied with the documents of title and the identity of the Person making the request. If a Prospectus Supplement refers to any registrar or transfer agent designated by the Company with respect to any issue of Securities, the Company may at any time rescind the designation of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such registrar or transfer agent acts.

In the case of book-entry only securities, a global certificate or certificates representing the Securities will be held by a designated depository for its participants. The Securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks and trust companies. The depository will establish and maintain book-entry accounts for its participants acting on behalf of holders of the Securities. The interests of such holders of Securities will be represented by entries in the records maintained by the participants. Holders of Securities issued in book-entry only form will not be entitled to receive a certificate or other instrument evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase from the participants from which the Securities are purchased in accordance with the practices and procedures of that participant.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. The applicable Prospectus Supplement may also describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code of 1986), including, to the extent applicable, such consequences relating to Debt Securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special items. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

 

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PLAN OF DISTRIBUTION

The Company may sell the Securities to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities and the proceeds to the Company from the sale of the Securities. The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at the market distributions”, as defined in National Instrument 44-102 – Shelf Distributions, including sales made directly on the TSX or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

In connection with any offering of Securities, except in connection with an “at the market distribution” (as defined under applicable Canadian securities legislation) or as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters or agents may, subject to applicable law, over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an “at the market” distribution under this Prospectus, no affiliate of such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

LEGAL MATTERS

Certain legal matters related to the Securities offered by this Prospectus will be passed upon on the Company’s behalf by Norton Rose Fulbright Canada LLP, with respect to matters of Canadian law. The partners and associates of Norton Rose Fulbright Canada LLP beneficially own, directly or indirectly, collectively, less than 1% of the outstanding securities of the Company.

AUDITORS, REGISTRAR AND TRANSFER AGENT

The auditors of the Company are Crowe Mackay LLP, Chartered Professional Accountants, at its offices located at 1100 – 1177 West Hastings Street, Vancouver, British Columbia, V6E 4T5. Crowe MacKay LLP is independent from the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

The transfer agent and registrar for the Common Shares in Canada is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia.

WHERE MORE INFORMATION CAN BE FOUND

The Company is required to file with the securities commission or regulatory authority in each jurisdiction of Canada in which it is a reporting issuer, annual and quarterly reports, material change reports and other information. Prospective investors may access any document that the Company files with or furnishes to such securities commissions and regulatory authorities through SEDAR at www.sedar.com.

 

42

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages, if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to purchasers under U.S. law and purchasers may wish to consult with a U.S. lawyer for particulars of these rights.

In an offering of Securities which are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable securities is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

Original purchasers of Securities which are convertible, exchangeable or exercisable securities will have a contractual right of rescission against the Company following the conversion of such convertible or exchangeable such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrants, Units, or Subscription Receipts, as the case may be, the amount paid, if any, upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus, the applicable Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the BC Securities Act, and is in addition to any other right or remedy available to original purchasers under section 131 of the BC Securities Act or otherwise at law.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the Registration Statement of which this Prospectus forms a part: (i) the documents referred to under “Documents Incorporated by Reference” in this Prospectus; (ii) the consent of the Company’s auditors Crowe Mackay LLP; (iii) the consent of the Company’s Canadian counsel Norton Rose Fulbright Canada LLP; (iv) powers of attorney from directors and officers of the Company; and (iv) a form of indenture relating to the Debt Securities.

 

43

CERTIFICATE OF THE ISSUER

Dated: November 6, 2020

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada except Québec.

 

(signed) Jennifer Bath				(signed) Lisa Helbling
President and Chief Executive Officer				Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

 

(signed) James Kuo				(signed) Greg Smith
Director				Director

 

C-1

Exhibit 99.115

 

RECEIPT

ImmunoPrecise Antibodies Ltd.

This is the receipt of the British Columbia Securities Commission for the Preliminary Short Form Base Shelf Prospectus of the above Issuer dated November 6, 2020 (the preliminary prospectus).

This receipt also evidences that the Ontario Securities Commission has issued a receipt for the preliminary prospectus.

The preliminary prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the preliminary prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

November 6, 2020

Allan Lim

Allan Lim, CPA, CA

Manager, Corporate Finance

SEDAR Project Number 3131953

 

Tel: 604 899-6500 Fax: 604 899-6506 Toll Free: 1 800-373-6393 www.bcsc.bc.ca

P.O. Box 10142, Pacific Centre, 701 West Georgia Street Vancouver, BC, Canada V7Y 1L2

Exhibit 99.116

 

ImmunoPrecise Antibodies Files Preliminary Base Shelf Prospectus and Registration Statement

VICTORIA, BC, Nov. 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 has filed a preliminary short form base shelf prospectus (the “Preliminary Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, excluding Quebec, and a corresponding registration statement on Form F-10 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the U.S./Canada Multijurisdictional Disclosure System.

When made final or effective, the Preliminary Shelf Prospectus and corresponding Registration Statement will allow the Company to undertake offerings of common shares, preferred shares, debt securities, warrants, units and subscription receipts (collectively, the “Securities”), or any combination thereof, up to an aggregate total of CAD$150 million from time to time during the 25-month period that the final short form base shelf prospectus remains effective. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” transactions, public offerings or strategic investments. The specific terms of any offering of Securities, including the use of proceeds from any offering, will be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators.

A copy of the Preliminary Shelf Prospectus, and copies of the final short form base shelf prospectus and any shelf prospectus supplements that may be filed in the future, can be found under the Company’s SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov.

No securities regulatory authority has either approved or disapproved the contents of this news release. The Registration Statement filed today with the SEC has not yet become effective. No Securities may be sold, nor may offers to buy be accepted, prior to the time the Preliminary Shelf Prospectus and Registration Statement become effective. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are

inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking information contained in this press release includes information relating to the (i) the filing and effectiveness of the final base shelf prospectus and corresponding Registration Statement; (ii) the filing and effectiveness of any potential prospectus supplement; and (iii) the amount and terms of any Securities to be offered.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and 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. Such factors include, among other things, the timing and filing of the final base shelf prospectus and corresponding Registration Statement; the potential offering of any Securities by the Company; uncertainty with respect to the completion of any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings; the ability of the Company to negotiate and complete future funding transactions; and those risks and uncertainties described in the Company’s annual management discussion and analysis for the previous quarter ended July 31, 2020 which can be accessed at www.sedar.com. The forward-looking information and forward looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept 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/November2020/09/c3894.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frédéric 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 09:11e 09-NOV-20

Exhibit 99.117

Form 52-109F1 – AIF

Certification of annual filings in connection with voluntarily filed AIF

This certificate is being filed on the same date that ImmunoPrecise Antibodies Ltd. (the “issuer”) has voluntarily 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 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: November 16, 2020
“Lisa Helbling”
Name:		Lisa Helbling
Title:		Chief Financial Officer

Exhibit 99.118

Form 52-109F1 – AIF

Certification of annual filings in connection with voluntarily filed AIF

This certificate is being filed on the same date that ImmunoPrecise Antibodies Ltd. (the “issuer”) has voluntarily 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 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: November 16, 2020
“Jennifer Bath”
Name:		Jennifer Bath
Title:		Chief Executive Officer

Exhibit 99.119

 

ANNUAL INFORMATION FORM

OF

IMMUNOPRECISE ANTIBODIES LTD.

November 16, 2020

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 April 30, 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:

 

•

negative operating cash flow and going concern;

 

•

the financial position of the Company and its potential need for additional liquidity and capital in the future;

 

•

the success of any of the Company’s current or future strategic alliances;

 

•

the Company may become involved in regulatory or agency proceedings, investigations and audits;

 

•

the Company may be subject to litigation in the ordinary course of its business;

 

•

the ability of the Company to obtain, protect and enforce patents on its technology and products;

 

•

risks associated with applicable regulatory processes;

 

•

the ability of the Company to achieve publicly announced milestones;

 

•

the effectiveness of the Company’s business development and marketing strategies;

 

•

the competitive conditions of the industry in which the Company operates;

 

•

market perception of smaller companies;

 

•

the Company cannot assure the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies;

 

•

the ability of the Company to manage growth;

 

•

the selection and integration of acquired businesses and technologies;

 

1