CFFI Ventures and FP Resources Completes Acquisition of 100% of BIOX Corporation

HALIFAX, Sept. 27, 2017 /CNW/ - Effective September 26, 2017, the previously announced plan of arrangement was completed pursuant to which 10293547 Canada Limited ("Purchaser"), a wholly-owned indirect subsidiary of CFFI Ventures Inc. ("CFFI Ventures"), acquired all of the issued and outstanding common shares ("Common Shares") of BIOX Corporation ("BIOX" or the "Company") other than Common Shares held by the Purchaser and its joint actors, namely FP Resources Limited ("FP Resources") and CFFI Ventures (together with FP Resources, the "Acquiror Group") and certain other shareholders of BIOX (the "Rollover Shareholders"), all of whom exchanged their Common Shares for common shares of the Purchaser ("Rollover Shares") (the "Arrangement"). Pursuant to the terms of the Arrangement, immediately following the acquisition of the Common Shares, the Purchaser amalgamated with BIOX to continue as one corporation called BIOX Corporation (the "Amalgamation").

Under the Arrangement, the Purchaser acquired 26,306,136 Common Shares (the "Acquisition"), representing approximately 56.79% of the issued and outstanding Common Shares immediately prior to the Arrangement, for cash consideration of $1.23 per Share (the "Consideration") and each outstanding warrant of BIOX to purchase Common Shares ("Warrants"), other than Warrants held by CFFI Ventures and FP Resources, were deemed to be exercised and the Common Shares issued upon such exercise were transferred to the Purchaser in exchange for the payment of the positive difference between the Consideration and the exercise price of the Warrant. Each outstanding option of BIOX ("Option") was deemed to be vested, transferred to BIOX and cancelled in exchange for the payment of the of the positive difference between $1.23 and the exercise price of the Option.  The total cash consideration paid by the Purchaser was $33,454,787.28.

Immediately before the Arrangement, the Purchaser did not hold any Common Shares and the Acquiror Group held 16,030,913 Common Shares and 3,300,000 Warrants. In connection with the Arrangement, the Acquiror Group exchanged its 16,030,913 Common Shares for Rollover Shares. Following the Acquisition and the exchange by the Rollover Shareholders and the Acquiror Group of their Common Shares for Rollover Shares, but prior to the Amalgamation, the Purchaser held 46,325,544 Common Shares, representing 100% of the Common Shares of BIOX.

The purpose of the Arrangement was to enable the Purchaser to acquire all of the issued and outstanding Common Shares.

Further details, including a copy of the early warning report filed by the Purchaser and the Acquiror Group in connection with the Arrangement, may be obtained from by contacting Stan Spavold at (707) 478 4827.

SOURCE 10293547 Canada Limited