Elevar Therapeutics Announces Promotion of Mark Gelder, M.D. to Chief Medical Officer

On January 12, 2021 Elevar Therapeutics, Inc. ("Elevar"), a fully integrated biopharmaceutical company built on the promise of elevating treatment experiences and outcomes for patients who have limited or inadequate therapeutic options, reported that Mark Gelder, M.D., has been promoted to chief medical officer of Elevar Therapeutics (Press release, Elevar Therapeutics, JAN 12, 2021, View Source [SID1234573904]).

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Dr. Gelder joined Elevar in 2020 as vice president of medical affairs where he was responsible for building and leading Elevar’s global medical organization, setting the strategy for development programs from clinical trials through regulatory filings, new product launches and lifecycle opportunities. In his role as chief medical officer, Dr. Gelder will oversee the Company’s clinical development, medical affairs, regulatory affairs, and preclinical teams.

"Since joining Elevar in 2020, Mark has been integral in advancing our proprietary drug candidates through the clinic and has been a key member of our development team. His medical expertise and leadership will be especially important as we advance the ovarian cancer program for Apealea (paclitaxel micellar) and as we move rivoceranib (apatinib) from the clinic towards potential regulatory approval as a new treatment option for some of the largest unmet medical needs in oncology," said Alex Kim, chief executive officer of Elevar. "Mark has the leadership, track record, and breadth of experience that uniquely position him for this role. I look forward to our continued close partnership in this next phase of Elevar’s evolution."

Dr. Gelder brings more than 35 years of clinical development, medical affairs and medical marketing experience including 17 years of global medical affairs experience leading therapeutic oncology programs for companies such as Pfizer, Wyeth and Bayer, where he was involved in the approval and launch of several cancer therapeutics. Dr. Gelder has led successful global trials, launch plans and Phase I-Phase IV studies for several emerging oncology organizations and has been instrumental in the approval and launch of numerous oncology products. Prior to his work in the biopharmaceutical industry, Dr. Gelder was an investigator in multiple clinical trials and has authored numerous scientific papers in the areas of women’s health and oncology.

Dr. Gelder earned his medical doctorate from the University of Virginia School of Medicine and completed his residency training internal medicine and obstetrics and gynecology followed by a gynecologic oncology fellowship. He is a Fellow of the American College of Physicians and the American College of Obstetrics and Gynecology and has extensive clinical experience in both the academic and private practice settings.

AstraZeneca to showcase transformative data across diverse pipeline at World Conference on Lung Cancer

On January 12, 2021 AstraZeneca reported that it will present new data from across the innovative lung cancer portfolio at the IASLC 2020 World Conference on Lung Cancer (WCLC), hosted by the International Association for the Study of Lung Cancer, 28 to 31 January 2021 (Press release, AstraZeneca, JAN 12, 2021, View Source [SID1234573903]).

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Eleven AstraZeneca medicines and potential new medicines from the pipeline feature in 39 abstracts showcasing the Company’s leadership across different types and stages of lung cancer, including eight oral presentations with two late breakers.

Presentations include:

Updated data from the TROPION-PanTumor01 Phase I trial of datopotamab deruxtecan (Dato-DXd; DS-1062) with additional patients, supporting its potential to redefine treatment outcomes in advanced non-small cell lung cancer (NSCLC). Datopotamab deruxtecan is a novel trophoblast cell-surface antigen 2 (TROP2)-directed antibody drug conjugate (ADC)
New data from the DESTINY-Lung01 Phase II trial highlighting the potential of Enhertu (trastuzumab deruxtecan) in HER2-expressing metastatic NSCLC, and data in metastatic HER2-mutant (HER2m) NSCLC, two groups of patients for whom no HER2-directed medicine is currently approved
New analyses from the ADAURA Phase III trial featured in two oral presentations reinforcing the unprecedented benefit of Tagrisso (osimertinib) regardless of prior adjuvant chemotherapy or disease stage in the adjuvant treatment of epidermal growth factor receptor-mutated (EGFRm) NSCLC, and showing patients treated with Tagrisso maintained their quality of life
José Baselga, Executive Vice President, Oncology R&D, said: "AstraZeneca is leading the next wave of precision-medicine innovations in lung cancer that aim to change clinical practice and ultimately alter the course of the disease. Our data at WCLC for datopotamab deruxtecan and Enhertu illustrate the potentially transformative role next-generation antibody drug conjugates may play in advanced non-small cell lung cancer. New results for Tagrisso and Imfinzi continue to validate our strategy to treat patients earlier, as we progress the science of identifying patients most likely to respond to treatment."

Dave Fredrickson, Executive Vice President, Oncology Business Unit, said: "AstraZeneca is committed to advancing early detection and treatment of lung cancer – and the urgency to achieve this goal has only increased during the pandemic, which has significantly impacted cancer care for patients around the world. Our Tagrisso and Imfinzi data at WCLC show how we are driving progress in early-stage lung cancer, while also pushing the scientific boundaries in resistant and advanced disease to identify new solutions for patients."

Harnessing the emerging potential of ADCs to treat different types of lung cancer
Updated data from the TROPION-PanTumor01 Phase I trial of the novel ADC datopotamab deruxtecan will be featured in an oral presentation, demonstrating early antitumour activity in patients with advanced/metastatic NSCLC who had progressed on standard treatment. Additionally, two presentations on the data from the DESTINY-Lung01 Phase II trial will show results of Enhertu patients with NSCLC, including new data from the HER2-expressing cohort and data from the HER2 mutant cohort.

Collaboration in the scientific community is critical to improving outcomes for patients. AstraZeneca is collaborating with Daiichi Sankyo Company, Limited (Daiichi Sankyo) to develop and commercialise Enhertu and datopotamab deruxtecan globally.

Treating patients with NSCLC in early stages
A late-breaking analysis from the ADAURA Phase III trial will underscore the practice-changing results for adjuvant Tagrisso in Stage IB-IIIA EGFRm NSCLC and show the disease-free survival benefit for patients who had been treated with adjuvant chemotherapy prior to Tagrisso and those who were not by stage of disease. A second exploratory analysis from the Phase III ADAURA trial will highlight the impact of treatment with adjuvant Tagrisso on quality of life based on patient-reported outcomes. Tagrisso was recently approved in the adjuvant setting in the US.

The ongoing NeoADAURA Phase III trial testing the benefit of treating patients with resectable EGFRm NSCLC with neoadjuvant Tagrisso will be highlighted in a poster presentation.

The MERMAID-1 Phase III trial testing Imfinzi (durvalumab) in patients with completely resected, Stage II and III NSCLC who show evidence of minimal residual disease (MRD), will also be highlighted in a poster. MERMAID-1 is an early-stage NSCLC Phase III trial evaluating circulating tumour DNA measurements to monitor for MRD and to identify patients at high risk of recurrence after surgery who may benefit from intervention with immunotherapy.

Progressing research in advanced lung cancer
AstraZeneca will also present data from several trials exploring targeted therapies and novel combinations for advanced lung cancer, including:

Additional data from the CASPIAN Phase III trial of Imfinzi in extensive-stage small cell lung cancer (ES-SCLC) showing exposure response and pharmacokinetics as well as exploratory analyses based on extent of disease
The biomarker-directed HUDSON Phase II platform trial of Imfinzi in combination with Lynparza (olaparib) and other novel anti-cancer medicines, including danvatirsen (STAT3 antisense oligonucleotide), ceralasertib (ATR inhibitor) and oleclumab (anti-CD73), in patients with NSCLC who progressed on anti-PD(L)1 therapy
The ODIN BM Phase I trial assessing Tagrisso brain exposure in patients with EGFRm NSCLC central nervous system (CNS) metastases
The TATTON Phase Ib trial of Tagrisso plus savolitinib in patients with EGFRm MET-overexpressed/amplified NSCLC
A trial-in-progress update on the Phase I trial of Tagrisso in combination with patritumab deruxtecan (HER3-DXd; U3-1402) in patients with locally advanced or metastatic EGFRm NSCLC
Key-AstraZeneca-presentations-during-WCLC-20201
AstraZeneca in lung cancer
AstraZeneca has a comprehensive portfolio of approved and potential new medicines in late-stage development for the treatment of different forms of lung cancer spanning different histologies, several stages of disease, lines of therapy and modes of action.

AstraZeneca aims to address the unmet needs of patients with EGFRm tumours as a genetic driver of disease, which occur in 10-15% of NSCLC patients in the US and EU and 30-40% of NSCLC patients in Asia, with the approved medicines Iressa (gefitinib) and Tagrisso and its ongoing LAURA, NeoADAURA and FLAURA2 Phase III trials.1-3 AstraZeneca is committed to addressing tumour mechanisms of resistance through the ongoing SAVANNAH and ORCHARD Phase II trials, which test Tagrisso in combination with savolitinib, a selective inhibitor of c-MET receptor tyrosine kinase, along with other potential new medicines.

The Company is also evaluating the potential of ADCs to improve patient outcomes in tumours with targetable gene alterations, including HER2m NSCLC which affects approximately 2-4% of patients with NSCLC.4,5 Enhertu, a HER2-directed antibody drug conjugate, is in development for metastatic non-squamous HER2-overexpressing or HER2m NSCLC including trials in combination with other anticancer treatments. In addition, a broad and comprehensive clinical development programme is evaluating the efficacy and safety of datopotamab deruxtecan (a TROP2-directed ADC) across multiple TROP2 cancers, as both a monotherapy and in combination with other anticancer treatments.

An extensive Immuno-Oncology (IO) development programme focuses on lung cancer patients without a targetable genetic mutation, which represent up to three-quarters of all patients with lung cancer.6 Imfinzi, an anti-PDL1 antibody, is in development for patients with advanced disease (POSEIDON and PEARL Phase III trials) and for patients in earlier stages of disease, including potentially curative settings (MERMAID-1, MERMAID-2, AEGEAN, ADJUVANT BR.31, PACIFIC-2, PACIFIC-4, PACIFIC-5, and ADRIATIC Phase III trials) both as monotherapy and in combination with tremelimumab and/or chemotherapy. Imfinzi is also in development in the NeoCOAST, COAST and HUDSON Phase II trials in combination with potential new medicines from the early-stage pipeline, including Enhertu.

AstraZeneca in oncology
AstraZeneca has a deep-rooted heritage in oncology and offers a quickly growing portfolio of new medicines that has the potential to transform patients’ lives and the Company’s future. With seven new medicines launched between 2014 and 2020, and a broad pipeline of small molecules and biologics in development, the Company is committed to advance oncology as a key growth driver for AstraZeneca focused on lung, ovarian, breast and blood cancers.

By harnessing the power of six scientific platforms – Immuno-Oncology, Tumour Drivers and Resistance, DNA Damage Response, Antibody Drug Conjugates, Epigenetics, and Cell Therapies – and by championing the development of personalised combinations, AstraZeneca has the vision to redefine cancer treatment and one day eliminate cancer as a cause of death.

MediciNova Enters into US$20 Million Securities Purchase Agreement with a fund
managed by 3D Investment Partners

On January 12, 2021 MediciNova, Inc., a biopharmaceutical company traded on the NASDAQ Global Market (NASDAQ:MNOV) and the JASDAQ Market of the Tokyo Stock Exchange (Code Number: 4875), reported that it has entered into a Securities Purchase Agreement pursuant to which MediciNova has agreed to issue US$20 million in shares of its common stock to 3D Opportunity Master Fund, a fund managed by 3D Investment Partners Pte. Ltd. ("3D"), in a private placement transaction (Filing, 8-K, MediciNova, JAN 12, 2021, View Source [SID1234573902]).

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MediciNova intends to use the proceeds received from the private placement primarily for the following three programs:

1) To initiate a new clinical trial of MN-166 (ibudilast) for glioblastoma, which could be a pivotal trial.

2) To develop an intravenous formulation of MN-166 (ibudilast), which is ideal for amyotrophic lateral sclerosis (ALS) patients who have difficulty with swallowing.

3) To initiate a Phase 2 clinical trial of MN-001 (tipelukast) in nonalcoholic steatohepatitis (NASH).

Yuichi Iwaki, MD, PhD, President and Chief Executive Officer of MediciNova, Inc., commented, "We are very pleased to reach this agreement with 3D Opportunity Master Fund. This investment will enable us to accelerate development of additional programs in our diverse pipeline. We believe that it is essential for shareholders and management to share the goal of increasing corporate value and to have investments that are accompanied by capital discipline. In this regard, we believe that 3D is an investor with a sincere desire to support our efforts to increase the true corporate value of MediciNova, which is our ultimate goal."

Motoki Sato, MD, Managing Director of 3D Investment Partners Pte. Ltd., commented, "We believe that this investment will meaningfully accelerate MediciNova’s drug development in the pipeline and could lead to unleashing its highest potential in value. Significant benefits could be brought to and shared among patients and healthcare professionals in need of effective drugs to combat rare diseases, as well as MediciNova’s stakeholders. We are pleased to have built an effective relationship with MediciNova through incentive alignment between management and shareholders."

Blue Earth Diagnostics Announces Dosing of Initial Patient in Phase 3 REVELATE Clinical Trial of 18F-Fluciclovine PET Imaging for Detection of Recurrent Brain Metastases

On January 12, 2021 Blue Earth Diagnostics, a Bracco company and recognized leader in the development and commercialization of innovative PET radiopharmaceuticals, reported that the first patient has been dosed in its Phase 3 REVELATE clinical trial of 18F-fluciclovine, a positron emission tomography (PET) imaging radiopharmaceutical being studied for potential use in detecting recurrent brain metastases (Press release, Blue Earth Diagnostics, JAN 12, 2021, View Source [SID1234573901]). The REVELATE study is a Phase 3, multi-center, single-arm imaging study being conducted in the United States. Its purpose is to assess the diagnostic performance of 18F-fluciclovine PET in detecting recurrent brain metastases in patients previously treated with radiation therapy. The first patient dosed in the study was at Yale University, New Haven, Conn., under the auspices of Dr. Mariam Aboian, Assistant Professor of Radiology.

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Note: 18F-fluciclovine, under the tradename Axumin (fluciclovine F 18) injection, is an FDA-approved and commercially available molecular imaging radiopharmaceutical for use in PET imaging in men with suspected prostate cancer recurrence based on elevated blood prostate specific antigen (PSA) levels following prior treatment. The safety and efficacy of 18F-fluciclovine PET imaging for the detection of recurrent brain metastases has not been established.

Blue Earth Diagnostics has two clinical studies underway to investigate the use of 18F-fluciclovine PET in the detection of recurrent brain metastases. The Phase 2 PURSUE trial is designed to establish image interpretation criteria for 18F-fluciclovine PET in detecting recurrent brain metastases. REVELATE is a Phase 3 study designed to evaluate its diagnostic performance in the detection of recurrent brain metastases in patients previously treated with radiation therapy. Further information about these trials, including a current list of clinical trial sites, can be found on www.clinicaltrials.gov (PURSUE, NCT04410367; REVELATE, NCT04410133).

"The mission of Blue Earth Diagnostics is to develop novel PET radiopharmaceuticals to address unmet medical needs and inform the management and care of patients with cancer. With these two clinical trials now underway, we are hopeful that our efforts may help patients with recurrent metastatic brain cancer," said Jonathan Allis, D. Phil., Executive Chairman of Blue Earth Diagnostics. "Blue Earth Diagnostics’ initial focus for 18F-fluciclovine has been on the successful development and commercialization of Axumin in the United States and Europe for the detection and localization of recurrent prostate cancer, where it has become widely adopted as the standard of care and commercially administered to more than 110,000 U.S. patients. Broadening our 18F-fluciclovine franchise into neuro-oncology is part of our overall growth strategy for the company. This rapid advancement of 18F-fluciclovine into Phase 3 clinical development marks a significant milestone for Blue Earth Diagnostics and is testimony to the proven expertise of the team."

"Brain metastases occur in up to 40% of patients with cancer, and approximately 200,000 patients in the United States are affected by brain tumors each year," said Samuel T. Chao, MD, Department of Radiation Oncology, Cleveland Clinic; Professor at the Cleveland Clinic Lerner College of Medicine of Case Western Reserve University, Cleveland, Ohio; and Coordinating Investigator on the REVELATE Phase 3 study. "Due to the severity of disease, accurate and timely evaluation of the presence or absence of recurrent disease is essential for informing treatment decisions, as well as facilitating much-needed research into effective therapies for these patients. Conventional magnetic resonance imaging (MRI) is considered the "gold standard" for patient follow-up, but is unable to reliably differentiate recurrent disease from necrotic (dead) tissue which can result from radiation therapy. This can present challenges for physicians in determining appropriate patient management and care. The Phase 3 REVELATE clinical study is designed to investigate the diagnostic performance of 18F-fluciclovine PET imaging as a potential decision-making aid in assessing a patient’s disease status, and we look forward to seeing the results of this clinical study."

"Guidelines and recommendations established by the Response Assessment in Neuro-Oncology (RANO) group recognize the limitations of conventional MRI. Recent recommendations in 2019 cite the potential utility of amino acid PET radiopharmaceuticals in distinguishing brain tissue changes after radiation therapy from recurrent brain metastases, while noting that data have been derived mainly from single center, retrospective studies. Consequently, a call for prospective multi-center studies has been re-iterated to validate these observations," said Peter Gardiner, MB ChB, MRCP, FFPM, Chief Medical Officer of Blue Earth Diagnostics. "In addition to its proven performance in the detection and localization of recurrent prostate cancer and, based on its mechanism of action, 18F-fluciclovine holds potential clinical utility for the detection of other cancers. Being an amino acid-based PET radiopharmaceutical, 18F-fluciclovine is designed to visualize the increased amino acid transport that occurs in malignant tumors, including in brain metastases that can recur after radiation therapy. The preferential uptake of 18F-fluciclovine into cancer cells should enable this recurrent disease to be reliably detected."

About the REVELATE and PURSUE Clinical Trials in Brain Metastases

The REVELATE study ("Study to Establish the Diagnostic Performance of 18F-fluciclovine PET in Detecting Recurrent Brain Metastases") is an open-label, single-arm, single-dose, prospective, multi-center Phase 3 study designed to establish the diagnostic performance of 18F-fluciclovine PET in detecting recurrent brain metastases after radiation therapy. The study is planned to enroll approximately 150 patients at clinical sites in the United States. The primary endpoint of the REVELATE study is to assess the Negative Percent Agreement (NPA) and Positive Percent Agreement (PPA) of 18F-fluciclovine PET in detecting recurrent brain metastases on a patient level. Secondary endpoints will assess the Positive Predictive Value (PPV) and Negative Predictive Value (NPV) of 18F-fluciclovine PET for detecting recurrent brain metastases, among others. Additional information about the Phase 3 REVELATE trial is available at: www.clinicaltrials.gov (NCT04410133).

Blue Earth Diagnostics’ PURSUE study ("Study to Establish Image Interpretation Criteria for 18F-fluciclovine PET in Detecting Recurrent Brain Metastases") is an open-label, single-arm, single-dose, prospective, multi-center Phase 2b study designed to establish image interpretation criteria for 18F-fluciclovine PET in detecting recurrent brain metastases after radiation therapy.The primary endpoint of the PURSUE study is to assess the diagnostic performance of various thresholds of 18F-fluciclovine uptake in lesions based on visual reads versus histopathological analysis. It is anticipated to enroll approximately 40 patients at sites in the United States. More information about the PURSUE trial is available at: www.clinicaltrials.gov (NCT04410367).

About 18F-Flucivlovine PET and Recurrent Brain Metastases

18F-flucivlovine PET is a novel diagnostic imaging radiopharmaceutical for PET imaging to visualize the increased amino transport that occurs in malignant tumors. It consists of a synthetic amino acid that is preferentially taken up by cancer cells compared with surrounding normal tissues and is labeled with the radioisotope 18F for PET imaging. 18F-flucivlovine is under investigation by Blue Earth Diagnostics for potential use in adults for the detection of recurrent brain metastases in patients who have previously undergone radiation therapy. 18F-fluciclovine, under the tradename Axumin (fluciclovine F 18), is approved by the U.S. Food and Drug Administration (FDA) and in the EU for PET imaging in men with recurrent prostate cancer. 18F-fluciclovine was invented at Emory University, in Atlanta, Ga., with much of the fundamental clinical development carried out by physicians at Emory University’s Department of Radiology and Imaging Sciences. Blue Earth Diagnostics licensed 18F-fluciclovine from GE Healthcare and is investigating the molecule for other potential cancer indications, including in neuro-oncology.

About Metastatic Brain Tumors

Brain metastases occur in up to 40% of patients with cancer, and are the most common intracranial tumor in adults. Approximately 200,000 patients in the United States are affected by brain tumors each year. The most frequent causes for metastatic spread to the brain arise from lung, breast, colorectal or kidney cancers or from melanoma.

Current treatment options for patients with metastatic brain tumors include surgery, and radiation therapy, which is sometimes combined with systemic treatment. Assessment of metastatic brain tumors typically involves magnetic resonance imaging (MRI). More than half of patients have at least one lesion increase in size on MRI following radiation therapy, which may indicate either recurrent disease or necrotic (dead) tissue resulting from the radiation therapy. Accurate and timely evaluation for the presence or absence of recurrent disease is essential for informing management decisions. However, diagnostic uncertainty exists, arising from limitations of MRI to reliably differentiate recurrent disease from necrotic tissue. This can present challenges for physicians in making determining appropriate patient management and care.

Indication and Important Safety Information About Axumin

INDICATION

Axumin (fluciclovine F 18) injection is indicated for positron emission tomography (PET) imaging in men with suspected prostate cancer recurrence based on elevated blood prostate specific antigen (PSA) levels following prior treatment.

IMPORTANT SAFETY INFORMATION

Image interpretation errors can occur with Axumin PET imaging. A negative image does not rule out recurrent prostate cancer and a positive image does not confirm its presence. The performance of Axumin seems to be affected by PSA levels. Axumin uptake may occur with other cancers and benign prostatic hypertrophy in primary prostate cancer. Clinical correlation, which may include histopathological evaluation, is recommended.
Hypersensitivity reactions, including anaphylaxis, may occur in patients who receive Axumin. Emergency resuscitation equipment and personnel should be immediately available.
Axumin use contributes to a patient’s overall long-term cumulative radiation exposure, which is associated with an increased risk of cancer. Safe handling practices should be used to minimize radiation exposure to the patient and health care providers.
Adverse reactions were reported in ≤ 1% of subjects during clinical studies with Axumin. The most common adverse reactions were injection site pain, injection site erythema and dysgeusia.
To report suspected adverse reactions to Axumin, call 1-855-AXUMIN1 (1-855-298-6461) or contact FDA at 1-800-FDA-1088 or www.fda.gov/medwatch.

THERATECHNOLOGIES ANNOUNCES US$40 MILLION BOUGHT-DEAL PUBLIC OFFERING OF UNITS

On January 12, 2021 Theratechnologies Inc. ("Theratechnologies" or the "Company") (TSX: TH) (NASDAQ: THTX) ), a biopharmaceutical company focused on the development and commercialization of innovative therapies, reported that it has entered into an agreement with a syndicate of Canadian underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, 14,546,000 units of the Company (the "Units") for aggregate gross proceeds to the Company of US$40,001,500 (equivalent to approximately C$51,081,915) (the "Offering") at a price of US$2.75 per Unit (equivalent to approximately C$3.51 per Unit) (Press release, Theratechnologies, JAN 12, 2021, View Source [SID1234573900]).

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Each Unit shall be comprised of one common share of the Company (each a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of US$3.18 (equivalent to approximately C$4.06) at any time up to 36 months from the closing of the Offering.

The Company has granted to the Underwriters an option (the "Over-Allotment Option") to increase the size of the Offering by up to an additional number of Units, and/or the components thereof, that in aggregate would be equal to 15% of the total number of Units to be issued under the Offering, to cover over-allotments, if any, and for market stabilization purposes, exercisable at any time and from time to time up to 30 days following the closing of the Offering.

The net proceeds from the Offering will be used primarily to fund research and development activities, commercialisation initiatives, general and administrative expenses, working capital needs and other general corporate purposes.

The closing of the Offering is expected to occur on or about January 19, 2021 (the "Closing") and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange (the "TSX") to list, on the date of Closing, the Common Shares and the Common Shares issuable upon exercise of the Warrants thereon. The Company agreed to use its commercial reasonable efforts to list the Warrants on the TSX on the date of Closing.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.