Aziana soars on backdoor listing plan

18/03/2015 - 13:38

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Aziana was one of three Perth exploration companies to release details today of plans to leave the resources sector behind, through reverse takeovers of businesses in sectors as diverse as artificial intelligence, medical cannabis and e-commerce.

Aziana soars on backdoor listing plan
BrainChip chief technology officer Peter Van Der Made.

Aziana was one of three Perth exploration companies to release details today of plans to leave the resources sector behind, through reverse takeovers of businesses in sectors as diverse as artificial intelligence, medical cannabis and e-commerce.

Aziana shares shot up by 87 per cent on its announcement that it had entered into an agreement to acquire US-based biotech firm BrainChip for a $400,000 option fee, and an issue of 303.6 million shares.

At the current share price, the total value of the transaction is estimated at about $9.4 million.

BrainChip holds a patent for its autonomous learning devices technology.

The BrainChip team includes chief technology officer Peter Van Der Made, who spent time at the Innovation Centre of WA incubator in 2012 to develop BrainChip.

He's been involved in computer innovation for 40 years.

“This impressive technology has the ability to become the future de facto standard for all neural computing, worldwide,” Aziana chief executive Neil Rinaldi said.

Under the terms of the deal, Aziana will issue BrainChip 303.6 million ordinary shares and 198 million performance shares, with the performance shares subject to performance milestones over a five-year term.

If the merger is successful, the company will divest all of its existing mineral assets and BrainChip will appoint three nominees of its choosing to the Aziana board.

Peter Wall and Mr Rinaldi will remain directors of Aziana, while Peter Cook, who is also chief executive of Metals X, will resign.

Aziana has also agreed to provide BrainChip with an unsecured loan of up to $250,000 to spend on development of the neural computing product.

In order to comply with ASX listing rules, Aziana will also have to complete an equity raising if the deal is successful.

Magnolia Resources also detailed its heads of agreement with Canadian e-commerce company PDT Technologies, which it intends to acquire for an undisclosed amount.

Magnolia said it paid $50,000 for an exclusive 60 days to complete due diligence on the company.

“The board cautions investors that there is no certainty that a transaction will be entered into following the exclusivity period, and investment decisions should be made in that context,” Magnolia said in a statement.

Perth-based Capital Mining also announced details of its proposed acquisition of US-based hemp-related products producer and cannabinoid science company Nutrawerx.

Under the terms of the deal, Capital will issue 11 million shares to Nutrawerx, which, at Capital Mining’s current share price of 0.5 cents, is valued at $550,000.

If the deal is successful, Californian biotech businessman Michael Sautman will become chief executive of Capital Mining.

Nutrawerx’s joint venture partner MMI will become a shareholder of the new company.

Capital Mining non-executive director James Ellingford said as the company pursues the transformation to a medical cannabis and hemp-related products company, having experienced leadership in place was absolutely critical for future success.

“Nutrawerx provides us with a strong presence in the US and the proposed acquisition of the company means that Capital Mining will have investments across every aspect of the medical cannabis and help value chain – from cultivation operations through product development and wholesale and retail exposure,” Mr Ellingford said. 

Aziana shares closed 80.6 per cent higher at 5.6 cents per share.

Magnolia shares were 5.5 per cent higher at 9.5 cents, and Capital Mining shares were unchanged at 0.4 cents per share at the close.

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