VANCOUVER BC / April 3, 2019 / EASTWEST BIOSCIENCE INC. (the “Corporation“) (TSXV: EAST) today announced that it is has completed the sale of 2,283,168 units of the Corporation (“Units“) at a price of $0.15 per Unit for aggregate gross proceeds of $342,475. Each Unit consists of one common share in the capital of theCorporation (“Common Share“) and one-half of one share purchase warrant, with each whole warrant(“Warrant“) entitling the holder thereof to purchase an additional Common Share at an exercise price of $0.20per share for a period of two years from the date of its issuance.
The Corporation issued finders fees of $6,250 and 41,658 finders’ warrants (“Finder’s Warrants“) to persons who introduced the Corporation to subscribers who purchased Units under the Offering. Each Finder’s Warrant entitles the holder thereof to purchase a Common Share at an exercise price of $0.20 for a period of two years.
All of the Common Shares, Warrants and Finder’s Warrants issued pursuant to the private placement are subject to a four month hold period.
120,000 Units were sold to 0999650 BC Ltd., a corporation wholly-owned by Rodney Gelineau, the CEO and a director of the Corporation. Prior to closing, Mr. Gelineau owned (directly and indirectly) 14,627,210 Common Shares of the Corporation, or 18.45% of the then issued and outstanding Common Shares of the Corporation. As a result of the closing, Mr. Gelineau now owns (directly and indirectly) 14,747,210 Common Shares of the Corporation or 18.08% of the issued and outstanding Common Shares of the Corporation. In the future, depending on economic or market conditions or matters relating to the Corporation, Mr. Gelineau may choose to either acquire additional securities or dispose of securities of the Corporation.
The Offering is considered a “Related Party Transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). TheCorporation relied upon the exemptions from the minority shareholder approval and valuation requirements set out in Sections5.7(1)(a) and 5.5(a), respectively, of MI 61-101.
The Offering was approved by the directors of the Corporation by resolution, with those directors who were purchasing Units under the Offering abstaining from voting in respect of the issuance of Units to such director and voting only in respect of the share issuances for which such director was not in conflict.
The Corporation has today filed a material change report in accordance with MI 61-101 in connection with the completion of the Transaction. A material change report regarding the private placement was not filed 21 days before the completion of the private placement as 21 days prior to the completion of the private placement, completion of the private placement was uncertain and therefore did not at that time constitute a material change.
ON BEHALF OF THE BOARD OF DIRECTORS
EASTWEST BIOSCIENCE GROUP
Co-Founder, Chief Executive Officer and Director
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.