Bradmer Pharmaceuticals Inc. is proposing to merge with First Coin Capital Corp.
Bradmer said it entered into a letter of intent with First Coin to complete a business combination of the two entities. First Coin is a Vancouver, British Columbia-based technology company offering services to companies that want to tap digital currencies.
If completed, the proposed deal will constitute a reverse takeover of Bradmer by First Coin pursuant to the policies of the TSX Venture Exchange and the reactivation of Bradmer, a NEX-listed issuer.
As part of the transaction, First Coin intends to complete a private placement of subscription receipts for gross proceeds of up to $10 million, with an agreed-upon minimum of $4 million. Purchasers of the subscription receipts will ultimately acquire Bradmer common shares pursuant to the transaction. GMP Securities LP will lead the subscription receipt financing.
Upon deal closing, the following First Coin executives and directors are expected join Bradmer's board and management: Marc van der Chijs, founder and chairman; Frans Tjallingii, co-founder and CEO; Sean Clark, co-founder and director; Jon Austrom, co-founder and COO; and Beier Cai, co-founder and chief technology officer.
The transaction will be conditional upon negotiation and execution of a definitive agreement, which will be subject to shareholder approval and closing conditions.
Following completion of the transaction, security holders of First Coin, including purchasers of subscription receipts, will hold a significant majority of Bradmer's outstanding common shares.