News release

Magor Corporation (formerly Biovest Corp. I) announces the concurrent closing of $5.9 million offering, qualifying transaction with Magor Communications Corp. and completion of change of corporate name

 

OTTAWA, March 14, 2013 /CNW/ - Magor Corporation (TSX-V: MCC) (formerly Biovest Corp. I, TSX-V: BVC.P) (the "Corporation") is pleased to announce the completion of the public offering (the "Offering"), by way of prospectus dated February 25, 2013 (the "Prospectus"), of 10,000,514 common shares of the Corporation ("Common Shares"), for aggregate gross proceeds of $5,900,303 ("Gross Proceeds"). The Corporation also announces the closing of its previously announced "Qualifying Transaction" (the "Qualifying Transaction"), as such term is defined in the policies of the TSX Venture Exchange (the "TSX-V"), involving the amalgamation of Magor Communications Corp. ("Magor") and the Corporation's wholly owned subsidiary 8284679 Canada Inc. ("Subco"), as well as the change of name to Magor Corporation (the "Name Change") all effective March 11, 2013. Information relating to the Qualifying Transaction was initially announced on June 13, 2012 (the "June Press Release") and information relating to the Offering was announced on November 27, 2012; to view this information, including the Prospectus, readers are directed to the Corporation's SEDAR profile at www.sedar.com.

The Corporation will be filing final submissions with the TSX-V in connection with the closing of the Qualifying Transaction. Upon receiving final approval from the TSX-V, it is expected that the Corporation will be a Tier 2 Technology Issuer and will trade under the symbol MCC. The Corporation intends to issue a press release once the Common Shares are reinstated for trading on the TSX-V.

Closing of the offering

The Corporation is pleased to announce that in connection with the Qualifying Transaction and pursuant to the Prospectus and an agency agreement entered into among the Corporation, Magor and Macquarie Private Wealth Inc. (the "Agent") and dated effective September 18, 2012 (the "Agency Agreement"), it has completed the Offering consisting of the issuance of 10,000,514 Common Shares at a price of Common Share price of $0.59 (the "Offering Price"), for aggregate gross proceeds of $5,900,303.

Pursuant to the Agency Agreement, the Corporation paid the Agent a cash commission equal to 8% of the Gross Proceeds of the Offering and granted the Agents an option (the "Agent's Option") to purchase up to 800,041 Common Shares (such number being equal to 8% of the number of Common Shares issued pursuant to the Offering) at the Offering Price until September 11, 2014.

The net proceeds of the Offering will be used by the Corporation to pay costs associated with the Offering and the Qualifying Transaction, to retire certain outstanding debts of the Corporation, to finance the business of the Corporation and for working capital and other corporate purposes, all as disclosed in the Prospectus.

Qualifying transaction

The Corporation is pleased to announce pursuant to the qualifying transaction agreement (the "QT Agreement") dated November 7, 2012, among the Corporation, Subco and Magor, completion of the arm's length amalgamation under the Canada Business Corporations Act of Magor and Subco. Pursuant to the Qualifying Transaction, Subco and Magor amalgamated and continued as one corporation with the surviving name "Magor Communications Corp." and the holders of Magor common stock ("Magor Shares") received one (1) Common Share for each one (1) Magor Share held prior to the Qualifying Transaction and similarly the holders of Magor Class A shares ("Magor Class A Shares") received one (1) Class A share of the Corporation ("Class A Share") for each one (1) Magor Class A Share held prior to the Qualifying Transaction. Also pursuant to the Qualifying Transaction, substantially all outstanding warrants and options to acquire Magor Shares were exchanged for warrants and similar rights to acquire Common Shares. In connection with the Qualifying Transaction, the Corporation issued 31,750,675 Common Shares, 6,604,647 Class A Shares, 4,637,316 warrants for the purchase of Common Shares and 2,443,280 options for the purchase of Common Shares. In addition the Corporation has reserved for issuance up to 487,075 Common Shares upon the conversion of approximately $183,659 worth of outstanding Magor convertible debentures and/or the exercise of 303,416 outstanding Magor warrants, which, in accordance with their respective terms, following the completion of the Qualifying Transaction, can be converted and/or exercised into Common Shares.

Name Change

Concurrent with the Qualifying Transaction, the Corporation changed its name from "Biovest Corp. I" to "Magor Corporation" (the "Name Change"), to more appropriately reflect its going-forward business and operations.

Reconstitution of Board of Directors and New Officers

In connection with the Qualifying Transaction, the board of directors of the Corporation was reconstituted to consist of: Jerry Edgerton, John MacDonald, Scott Marshall, Sir Terrence Matthews, Michael Mueller, Michael Pascoe, Dan Rusheleau, Steve Spooner, Dr. Calvin Stiller and John Watts. The Corporation also announces Michael Pascoe has been appointed President and Chief Executive Officer of the Corporation, Brian Baker has been appointed Corporate Secretary and Chief Financial Officer of the Corporation, and Sir Terence Matthews has been appointment Chairman of the Corporation.

Issuance of new stock options

The board of directors of the Corporation has approved the grant of an aggregate of 1,317,750 options to purchase Common Shares to the directors, officers, employees and key consultants of the Corporation at an exercise price of $0.59 per Common Share expiring on March 11, 2018.

Issued and Outstanding Capital of the Corporation

Following the completion of the Offering and the Qualifying Transaction, the Corporation has 45,851,189 Common Shares, 6,604,647 Class A Shares, and options, warrants and other rights to acquire an additional 9,985,462 Common Shares issued and outstanding.

About Magor Corporation:

Magor was founded by Sir Terence Matthews in 2007 to develop a software-based technology solution to provide a high quality collaboration product enabled by high definition video at a disruptive price point. Magor's visual collaboration solution seeks to capitalize on what management has identified as a significant shift in the legacy videoconferencing market, from hardware-centric to software based solutions. This shift is driven in part by the continuing availability of more powerful, commercially available IT hardware at lower cost points, combined with the move to cloud-based service delivery architectures and business models.

The Magor visual collaboration software has a transcoderless architecture that enables ad-hoc multipoint calling utilizing scalable video coding, while also providing a wide breadth of interoperability with legacy video conferencing systems and consumer solutions such as Skype™.

These characteristics, when combined with Magor's collaboration model enable people to share a range of collaboration tools in a natural and productive way, further enhancing the value of visual collaboration over legacy video conferencing.

Magor's transcoderless architecture and scalable video coding is a software solution that management believes will challenge the traditional videoconferencing market.

To find out more about Magor Corporation (TSX-V: MCC), visit our website at http://www.magorcorp.com.

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements relating to the expenditure of funds acquired by the Corporation in connection with the Offering. Although the Corporation believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. These factors and assumptions are based upon currently available information to the Corporation. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements, including whether or not the Agent's Option is ultimately exercised. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or its financial or operating results or (as applicable), their securities.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

The securities of the Corporation, including the Common Shares, Class A Shares and Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Magor Corporation

About Magor Corporation:

Magor enables people to engage in high-quality visual conversations while simultaneously sharing, viewing and editing relevant collaborative material on desktops, laptops, tablets, smartphone applications, whiteboards and other devices. Magor fits any workflow so that users have the freedom to work together naturally anytime, regardless of location, network or device. To find out more about Magor Corporation (TSX-V: MCC), visit our website at http://www.magorcorp.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Mike Pascoe
President and CEO
Magor Corporation
613-686-1731
mike.pascoe@magorcorp.com

Babak Pedram
Investor Relations
Virtus Advisory Group Inc.
416-995-8651
bpedram@virtusadvisory.com

« Back