Re: Resverlogix Announces Overnight Marketed Equity Offering
in response to
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posted on
Jun 08, 2017 04:53PM
".....by way of a prospectus supplement to Resverlogix's base shelf prospectus dated October 1, 2015."
From the RVX doc on SEDAR dated Oct 2 2015, 17:38:10 ET, "Final short form prospectus - English"
"RESVERLOGIX CORP.
$125,000,000
Common Shares Preferred Shares Debt Securities Warrants Units
This short form base shelf prospectus (the “Prospectus”) relates to the offering for sale from time to time, during the 25 month period that this Prospectus, including any amendments hereto, remains in effect, of common shares, preferred shares, secured or unsecured obligations in the form of senior or subordinated debt securities, warrants to purchase common shares, preferred shares, debt securities or other securities and units comprising two or more of the foregoing (collectively, the “Securities”) of Resverlogix Corp. (“Resverlogix” or the “Corporation”) in one or more offerings for an aggregate offering price of up to $125,000,000 (or the equivalent thereof in other currencies based on the applicable exchange rate at the time of the offering thereof). The Securities may be offered by us or by one or more of our securityholders.
The specific terms of an offering of Securities will be set forth in one or more prospectus supplements (a “Prospectus Supplement”) including, where applicable: (i) in the case of common shares and preferred shares, the number of shares offered, the offering price and any other specific terms; (ii) in the case of debt securities, the - ii - designation of the debt securities, any limit on the aggregate principal amount of the debt securities, whether payment on the debt securities will be senior or subordinated to our other liabilities and obligations, whether the debt securities will bear interest, the interest rate or method of determining the interest rate, whether any conversion or exchange rates attach to the debt securities, whether we may redeem the debt securities at our option and any other specific terms; (iii) in the case of warrants, the designation, number and terms of the common shares, preferred shares, debt securities or other securities purchasable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, and the currency in which the warrants are issued and any other specific terms; and (iv) in the case of units, the terms of the component securities and any other specific terms. The Prospectus Supplement may also include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.
All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers of the applicable Securities together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.
The Securities may be sold to or through underwriters or dealers, to one or more other purchasers directly or through agents. See “Plan of Distribution”. A Prospectus Supplement will set forth the names of any underwriters, dealers, agents or selling securityholders involved in the sale of any Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, the offering price, the proceeds to us, if any, the number of Securities, if any, to be purchased by underwriters, the underwriting discounts or commissions, and any other discounts or concessions to be allowed or re-allowed to dealers. Unless otherwise specified in a Prospectus Supplement, the offering is subject to approval of certain legal matters on our behalf by Borden Ladner Gervais LLP, Calgary, Alberta.
In connection with any offering of Securities (except with respect to an “at-the-market distribution” and unless otherwise specified in the relevant Prospectus Supplement), the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.
No underwriter or dealer involved in an “at-the-market distribution”, as defined under applicable Canadian securities legislation under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly and in concert with such an underwriter or dealer will over-allot securities in connection with such distribution or effect any other transaction which is intended to stabilize or maintain the market price of the securities.
Our issued and outstanding common shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “RVX”. The closing price of our common shares on the TSX on September 30, 2015 was $1.82. Unless otherwise specified in an applicable Prospectus Supplement, the preferred shares, debt securities, warrants and units distributed under this Prospectus will not be listed on any securities or stock exchange or any automated dealer quotation system. There is no market through which the preferred shares, debt securities, warrants and units may be sold and purchasers of these preferred shares, debt securities, warrants and units may not be able to resell such preferred shares, debt securities, warrants and units purchased under this Prospectus. This may affect the pricing of the preferred shares, debt securities, warrants and units in the secondary market, the transparency and availability of trading prices, the liquidity of the preferred shares, debt securities, warrants and units and the extent of issuer regulation. See “Risk Factors”.
Investment in the Securities is subject to certain risks that should be considered carefully by prospective purchasers. See “Risk Factors” in this Prospectus and the AIF (as defined herein) and “Risks and Uncertainties” in the Annual MD&A (as defined herein) incorporated by reference herein.
Owning any of the Securities may subject a purchaser to tax consequences in Canada. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. A purchaser should carefully read the tax discussion in any applicable Prospectus Supplement with respect to a particular offering and consult with the purchaser’s own tax advisor with respect to the purchaser’s particular circumstances.
Our head office is located at Suite 300, 4820 Richard Road S.W., Calgary, Alberta, T3E 6L1. Our registered and records office is located at Suite 600, 815 - 8th Avenue S.W., Calgary, Alberta, T2P 3P2."