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mick

09/06/16 1:11 PM

#5950 RE: mick #5949

BTHCF/ Breathtec, Florida research corp. enter licence deal



2016-08-30 16:26 ET - News Release


Mr. Kal Malhi reports

BREATHTEC BIOMEDICAL ANNOUNCES SIGNING OF LICENSE AGREEMENT WITH UNIVERSITY OF FLORIDA RESEARCH FOUNDATION; ENTERS INTO IR AGREEMENT AND APPOINTS DIRECTOR

Breathtec BioMedical Inc. has signed a licence agreement dated as of June 18, 2016, between the company and the University of Florida Research Foundation, a non-profit Florida corporation (UFRF), with respect to an exclusive royalty-bearing licence to certain UFRF patent rights and a non-exclusive royalty-bearing licence to certain UFRF know-how to enable commercial advancements in the field of infections detection.

Pursuant to the terms of the licence agreement, the company has been granted the licence for a period of 10 years after the first commercial sale of a licensed product (with an option to extend for additional five-year terms). As consideration for the licence, and subject to regulatory approval, the company will pay UFRF a licence issue fee and issue 468,162 common shares of the company. In addition, the company will pay an annual licence maintenance fee and will make payments upon meeting certain development, regulatory and commercialization milestones. Upon commencement of commercial production, the company will pay a royalty on all net sales.

All shares issued to UFRF will be subject to a four-month hold period pursuant to applicable securities laws.

The company is also pleased to announce that it has engaged Equities Media Inc. to provide investor relations services for a term of six months. In consideration for providing the services, the company will pay a cash fee of $25,000 and will issue 60,000 shares at a deemed price of 25 cents per share. Equities does not have any direct or indirect interest in the company.

In addition, the company is pleased to announce the appointment of Guy LaTorre to the company's board of directors (for more details concerning Mr. LaTorre, please see the company's press release of June 20, 2016). Concurrent with his appointment, and subject to regulatory approval, an aggregate of 250,000 options to acquire common shares in the capital of the company will be granted to Mr. LaTorre, each such option being exercisable into one common share at a price of 25 cents per share for a period of 60 months.

The company announces the resignation of Michael Costanzo as a director of the company, effective immediately. The company wishes to thank Mr. Costanzo for his contributions to the board of directors over the past year. Mr. Costanzo will remain with the company in the role of chief technology officer.

We seek Safe Harbor.

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