Amur Minerals Corporation is presently a cash shell in accordance with Rule 15 of the AIM Rules. On 13 May 2024, the Company announced that it had executed a sale and purchase agreement ("SPA") to conditionally acquire the entire issued and to be issued share capital of Extruded Pharmaceuticals Limited ("Extruded Pharmaceuticals" or "EPL"), a UK-based drug delivery technology company which is focused on improving the performance of cancer treatments for solid tumours through the local delivery of chemotherapy drugs (the "Proposed Transaction" or "Acquisition").
The Proposed Transaction constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies (the "AIM Rules") and, accordingly, is conditional upon, among other things, the approval of Shareholders at a General Meeting of the Company to be held at 10.30 a.m. (or as soon thereafter as the Company's AGM concludes) on 29 May at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT.
Pursuant to Rule 15 of the AIM Rules, the Company's Existing Ordinary Shares will remain suspended from trading on AIM until completion of the Proposed Transaction. Trading in the Ordinary Shares will commence at admission, which is expected to be at or around 8 a.m. on 31 May 2024 ("Admission").
Highlights
- Proposed Acquisition of the entire issued and to be issued share capital of Extruded Pharmaceuticals Limited for an aggregate consideration of £5.5 million, to be satisfied by the issue of 23,939,986 New Ordinary Shares (the "Consideration Shares");
- Proposed share consolidation at a ratio of 1:160 (the "Share Consolidation");
- Proposed change of name to CRISM Therapeutics Corporation; and
- Proposed board changes, conditional on Admission, with the resignation of each of Robert Schafer, Robin Young, Thomas Bowens and Paul Gazzard, and the appointments of Dr Nermeen Varawalla as Independent Non-Executive Chair, Andrew Webb as Chief Executive Officer, Dr Christopher McConville as Chief Scientific Officer and Gerald Beaney as Independent Non-Executive Director.
Background on EPL
Extruded Pharmaceuticals has developed an innovative drug delivery technology to improve the clinical performance of cancer drugs as treatments for solid tumours via local delivery directly into the tumour tissue.
ChemoSeed, EPL's lead product, can be implanted directly into a tumour or the resection margin following the removal of a tumour, thereby ensuring that effective therapeutic concentrations of chemotherapy drugs directly reach the tumour tissue. ChemoSeed will be used to treat high grade gliomas, a brain tumour with no satisfactory treatment. Brain tumours are the biggest cancer killer of children and adults under the age of 40. ChemoSeeds would be implanted in the tumour cavity following surgical removal of the brain tumour, thereby allowing the chemotherapy to bypass the blood brain barrier, which prevents drugs from reaching the tumour and being able to be effective. Furthermore, administering chemotherapy locally to the tumour using ChemoSeed minimises the serious unwanted side effects of chemotherapy while increasing its efficacy.
ChemoSeed addresses a significant, unmet medical need in the treatment of high grade glioma. There are no current cures and present treatments merely seek to simply extend life, often by just a few months, with serious adverse side effects.
Each ChemoSeed consists of the chemotherapeutic drug, irinotecan, and the biodegradable polymer PLGA, both of which have been previously administered to the brain with no toxicity issues. This, combined with the unmet medical needs of the target market for ChemoSeed, means EPL could potentially receive conditional marketing authorisation in the UK on the back of positive Phase II clinical trial data. This authorisation could be received as early as 2028, therefore reducing the time and cost to commercialisation of irinotecan loaded ChemoSeeds for high-grade glioma and bringing a new treatment to the market for a serious unmet medical need. EPL plans to develop ChemoSeed products for other cancers where a local drug delivery strategy would be of benefit, such as pancreatic, prostate, bladder, breast and liver cancers.
EPL intends to submit a Clinical Trial Application in H2 2024 and commence a Phase II Clinical Trial in Q4 2025.
Further information on the Acquisition, EPL and the resolutions to be proposed at the General Meeting (the "Resolutions") can be found in the Company's Admission Document and the Notice of General Meeting set out therein, which is available on the Company's website at www.amurminerals.com and will be posted today to Shareholders.
Robin Young, CEO of Amur, commented:
"Amur shareholders have the opportunity to invest in an innovative UK based pharmaceuticals company whose lead product has the potential to save lives and to improve medical outcomes for cancer patients. I have been very impressed with EPL's management team during the course of this transaction and believe they will deliver on their development plans to the benefit of patients, shareholders and also wider society. The board has no hesitation in recommending the acquisition to our shareholders and to vote in favour of the Resolutions as we intend to do so in respect of our own shareholding."
Andrew Webb, CEO of EPL, commented:
"I would like to thank Robin and his team for the confidence that they shown in Extruded Pharmaceuticals. Innovation in the UK requires support and funding, which this transaction will bring for EPL. I am looking forward to leading a public company and delivering on our strategy for the benefit of Amur shareholders and affected patients."
"EPL is focused on addressing the high unmet medical need caused by aggressive solid tumours and our lead product, ChemoSeed, is focused on brain cancer. Glioblastoma is a high grade brain tumour where the standard of care has remained unchanged for decades. ChemoSeed has the potential to become a transformational option for this devastating condition, owing to its novel delivery mechanism in which a chemotherapy drug is implanted directly into the tumour site following neurosurgery, thereby seeking to prevent any tumour regrowth."
"We have a clear strategy for progressing ChemoSeed through development and commercialisation with support of organisations such as the Tessa Jowell BRAIN MATRIX clinical trial team. We look forward to the successful acquisition by Amur and then, as a quoted company, to providing regular updates to shareholders on our progress."
For convenience, a link to the Reverse Takeover Admission Document follows:
https://amurminerals.com/content/wp-content/uploads/Proposed-Reverse-Takeover-Admission-Document.pdf
