Kane Biotech Announces Agreement in Principle for the Sale of its Interest in STEM Animal Health

Transaction will strengthen balance sheet and refocus company

WINNIPEG, Manitoba, April 11, 2024 (GLOBE NEWSWIRE) -- Kane Biotech Inc. (TSX- V:KNE; OTCQB:KNBIF) (the “Company” or “Kane Biotech”) announces today that it has reached an agreement in principle for the sale of its entire interest (the “Interest”) in STEM Animal Health Inc. (“STEM”) to a third party multi-national pharmaceutical company (the “Purchaser”) on a cash-free debt-free basis for US $8,000,000 (the “Transaction”), subject to adjustments in accordance with the terms of the agreement in principle, as well as other consideration including the net cash held in STEM (estimated at CND $600,000) and a working capital adjustment (estimated at CND $350,000). Overall, it is anticipated that the sale of STEM Animal Health will net Kane Biotech in excess of CND $11,500,000 (including the cash deposits already received, as noted below). The Purchaser is not a Non-Arm’s Length Party (as that term is defined by the TSX Venture Exchange) of the Company.

In connection with the Transaction, but not included in the net amount of the sale, the Company will be eligible for a US $750,000 sales-based milestone payment and will also be entering into product development and transitional manufacturing agreements with STEM.

The Company anticipates using the net proceeds from the Transaction to repay its outstanding loan to Pivot Financial I Limited Partnership in the amount of approximately CND $6,700,000, and for general working capital purposes.

Prior to the completion of the Transaction, as previously announced, the Company received an aggregate of US $1,525,000 from the Purchaser in cash deposits that it applied towards the sale price for the Interest. Accordingly, the Company is expected to receive US $6,475,000 upon the completion of the Transaction.

“We are pleased with the outcome of this transaction,” said Marc Edwards, President & CEO of Kane Biotech. “Kane Biotech will be receiving full value for the successful animal health business that it created allowing the Company to significantly strengthen its balance sheet and narrow its focus on human health biofilm solutions.”

Prior to the completion of the Transaction, the Company owned a 2/3 interest in STEM. The remaining 1/3 interest was owned by an arm’s length third party.

In accordance with the policies of the TSX Venture Exchange, the Transaction must be consented to by shareholders of the Company holding over 50% of the common shares of the Company due to the fact that the Transaction constitutes a sale of more than 50% of the Company’s assets, business or undertaking. The Company anticipates that it will be able to satisfy this requirement through the written consent of shareholders of the Company holding more than 50% of the common shares of the Company.