Triwood Capital Corp. (TSX-V: TRD.H), to be renamed Algae Biosciences Corporation, has filed a final prospectus for an offering of up to 25 million common shares at $0.20 per share to raise up to $5 million. The offering is expected to close on April 15, 2011.
Macquarie Private Wealth Inc. acts as offering agent. Borden Ladner Gervais LLP acted as legal counsel for Triwood, Gallagher & Kennedy, P.A. acted for Algae Biosciences, and Davis LLP acted for the agent.
As Triwood’s proposed qualifying transaction (QT), Triwood and Algae Biosciences have agreed to effect a forward triangular transaction under which Algae Biosciences will merge with and into Algae Delaware, a wholly-owned subsidiary of Triwood, with Algae Delaware as the surviving entity. Following the completion of the QT, Triwood will be renamed Algae Biosciences Corporation.
Triwood will issue 34,048,250 common shares at a deemed price of $0.20 per share and 1,336,579 warrants to former shareholders of Algae Biosciences.
Following the completion of the QT and maximum prospectus offering, Triwood will have 61,448,250 common shares issued on a non-diluted basis, of which former shareholders of Algae Biosciences will own approximately 55.4%.
Clay Springs, Arizona based Algae Biosciences is engaged in the growth and production of microalgae and macroalgae for the nutraceutical, pharmaceutical and biofuel markets. The company has developed an “Algae Production Platform” that allows the production of various products. These products are used as nutraceuticals, nutritional supplements, therapeutic proteins, as dyes in diagnostic tests and biotechnology, for aquaculture and animal consumption, food additives and functional foods, in personal care and cosmetics, as biofuels, and a host of other potential product applications.
