Avagenesis Corp. Receives TSXV Conditional Approval to the Acquisition of Curastem Biomedical Corp.

CALGARY, AB / ACCESSWIRE / March 13, 2015 / Further to its news release dated January 15, 2015, Avagenesis Corp. (TSXV: VVA) (“Avagenesis” or the “Company”) has received conditional approval from the TSX Venture Exchange (“TSXV”) of the proposed share exchange transaction with Curastem Biomedical Corp. (“Curastem”). The share exchange transaction is expected to close on Monday, March 16, 2015, pursuant to which the Company will issue 1,580,821 common shares as consideration for the acquisition of all of the issued and outstanding shares of Curastem, a Vancouver, British Columbia-based biotechnology company that has the exclusive global license for the bioprocessing and cell isolation market for burn management.

Prior to closing of the share exchange transaction, Curastem will close a private placement to raise gross proceeds of $696,992 by issuing an aggregate of 1,742,480 common shares of Curastem. Under the terms of the share exchange agreement, all Curastem shares (including the private placement shares) will be exchanged for Avagenesis shares on a three-for-one basis, resulting in the issuance of 1,580,821 common shares of Avagenesis to the shareholders of Curastem. As a result of the share exchange transaction, Avagenesis will be the sole shareholder of Curastem, holding an aggregate of 4,742,480 common shares of Curastem. The share exchange transaction was approved by the Board of Directors of each of Curastem and Avagenesis and by the shareholders of Curastem.

All of the securities issued are subject to restrictions on resale until the date that is four months and one day after the closing date, as prescribed under applicable securities laws and the policies of the TSXV. The acquisition has been filed pursuant to the policies of the TSXV as an expedited acquisition and remains subject to final TSXV approval.

About Avagenesis Corp.

Avagenesis is a biotechnology company engaged in the commercialization of medical technologies for use in the practice of regenerative medical aesthetics. Avagenesis’ development activities are focused on the complex task of efficiently isolating high quality, viable and potent adipose-derived adult stem cells and regenerative cells using patent-pending and patented bioprocessing and cell isolation technology.

Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Avagenesis’ current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that Avagenesis may not successfully transition to a clinical stage company and the risk that Avagenesis may not successfully execute its development and commercialization activities. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Avagenesis. Avagenesis cautions the reader that the above list of risk factors is not exhaustive. As required by securities legislation applicable to reporting issuers, it is Avagenesis’ policy to update, from time to time, forward-looking information in its periodic management discussions and analyses and to provide updates on its activities to the public through the filing and dissemination of news releases and material change reports. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Further Information

For further information, please contact:
Avagenesis Corp.
Alan Tam, PFP, CPA, CA
Chief Financial Officer
Telephone: (604) 377-7575

SOURCE: Avagenesis Corp.

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