Qualifying Transaction – Delivra Corp.

December 21, 2015

Josh Arbuckle and Alicia McKeag represented Whiteknight Acquisitions III Inc. with respect to its Qualifying Transaction with Delivra Inc. A copy of the transaction press release is reproduced below.

December 21, 2015 – Toronto, Ontario – Delivra Corp. (the “Corporation”) is pleased to announce that, further to its press releases dated September 1, 2015, November 6, 2015, and November 30, 2015, it has completed its previously announced qualifying transaction (the “Qualifying Transaction”) consisting of the acquisition of all of the issued and outstanding securities in the capital of Delivra Inc. (“Delivra”) by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of the Corporation amalgamated with Delivra and each Delivra shareholder received one post-consolidation common share in the capital of the Corporation (a “Common Share”) for each Delivra common share (“Delivra Share”) held by them.  In addition, each convertible, exchangeable, or exercisable security of Delivra was exchanged for a convertible, exchangeable or exercisable security, as applicable, of the Corporation on substantially the same economic terms and conditions as the original convertible, exchangeable, or exercisable security of Delivra resulting in the issuance of 4,365,503 warrants in respect of outstanding Delivra warrants, 4,163,000 options in respect of outstanding Delivra options. Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the “Exchange”).

Prior to the closing of the Qualifying Transaction, the Corporation filed articles of amendment to: (1) consolidate its outstanding share capital (the “Consolidation”) on the basis of 1 post-Consolidation Common Share for every 3.75 pre-Consolidation Common Shares; and (2) change its name to “Delivra Corp.”

Subject to final approval of the Exchange, the Corporation’s post-Consolidation Common Shares are expected to trade on the Exchange under the symbol “DVA”.

Prior to the closing of the Qualifying Transaction, Delivra completed a private placement (the “Private Placement”) of 3,009,685 Delivra Shares at a price of $0.75 per Delivra Share for gross proceeds of approximately $2.25 million.  Certain finders of subscribers in the Private Placement received a cash commission equal to 4% the value of the subscriptions sourced by such finders and were issued finder’s warrants in an amount equal to 5% of the number  Delivra shares sold to subscribers in the Private Placement sourced by such finder (the “Broker Warrants”) with each such Broker Warrant entitling the holder thereof to purchase one common share of Delivra at an exercise price of $0.75 per share for a period of 18 months from the date of closing of the Private Placement.  In conjunction with the closing of the Qualifying Transaction, all Broker Warrants and Delivra Shares issued pursuant to the Private Placement were exchanged for Common Shares or securities exercisable for Common Shares on the same terms and conditions.  The Corporation’s auditors will be McGovern, Hurley, Cunningham, LLP.

Following completion of the Qualifying Transaction, the Corporation has 37,476,023 Common Shares issued and outstanding.  Assuming the conversion of all outstanding options, warrants and stock options, 46,350,899 Common Shares are outstanding on a fully diluted basis.

Escrowed Securities

Pursuant to the terms of a Tier 1 Surplus Security Escrow Agreement dated December 21, 2016 among the Corporation, Equity Financial Trust Company, as escrow agent, and certain escrow securityholders (the “Escrow Agreement”), an aggregate of 8,677,984 Common Shares, 2,539,000 warrants, and 2,490,000 options, have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released in separate tranches equal to 20%, 30%, and 40%  of the total every six months thereafter.

A total of 23 non-principal former shareholders of Delivra who, upon closing of the Qualifying Transaction, now hold an aggregate of 10,205,099 Common Shares are subject to Exchange seed share resale restrictions or a Tier 1 Value Security Escrow Agreement that permit 25% of such Common Shares to trade immediately, and an additional 25% to become eligible to trade or be released from escrow every six months thereafter.

Directors and Officers

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are now:

Joseph Gabriele Director, Chief Executive Officer, Chief Science Officer
Chris Schnarr President, Secretary and Chief Financial Officer
Carmine Fortino Director
Jeff Hull Director
Paul G. Smith Director
Nitin Kaushal Director
David Mitchell Director

Further details on the Qualifying Transaction are set out in the Corporation’s filing statement dated November 27, 2015 available under the Corporation’s profile at www.sedar.com.

Early Warning Pursuant to National Instrument 62-103

Upon completion of the Qualifying Transaction today, Mr. Angelo Frisina of 17 Haskins Court, Hamilton, Ontario, L8K 6R1 became owner and controller of 4,500,000 Common Shares of the Corporation, representing 12% of the issued and outstanding Common Shares. Mr. Frisina originally purchased the Delivra Shares that were exchanged for Common Shares today as an investment and may purchase additional securities of the Corporation on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors. Mr. Frisina intends to file a report describing his acquisition with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CFO of the Corporation.


Delivra is a developer of transdermal technologies for the delivery of pharmaceutical and natural molecules, through the skin, rather than via pills.  Delivra manufactures and sells a growing line of natural topical creams under the LivReliefTM brand, for conditions such as joint and muscle pain, nerve pain, varicose veins, wound healing, and sports performance. LivRelief products are available in pharmacies, grocery chains, and independent health food stores across Canada, and on-line at www.livrelief.com.  LivRelief products were launched for on-line sales in the United States in Q4 2015.  In parallel with its consumer products business, Delivra also has a mandate to license its unique, proven, and patent-pending delivery platform to global pharmaceutical companies for the transdermal delivery of third party active ingredients to treat a broad range of conditions. With a global transdermal drug delivery market forecast to grow to USD $40 billion by 2018 (Source: Kelly Scientific), Delivra believes the licensing opportunity is robust.  Delivra is headquartered in Burlington, Ontario and has a research and development laboratory in Charlottetown, PEI.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this press release may constitute forward-looking information.  This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation.  Additional information identifying risks and uncertainties is contained in the Corporation’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.

For more information, please contact:

Delivra Corp.

Chris Schnarr, President and CFO




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