Arura Pharma Inc. completes the acquisition of Silkit Pharma Corporation and second tranche of Private Placement

07-Jan-2008

Arura Pharma Inc. announced that it has completed as of December 31, 2007, the acquisition of Silkit Pharma Corporation and the second tranche of its private placement for gross proceeds of CDN$515,000.

Ali Moghaddam, Chief Executive Officer of Arura, declared that "the acquisition of Silkit is an important milestone for Arura. We not only acquire an innovative drug delivery platform but also the opportunity to launch an important consumer product in the near term, utilizing this platform. Dr. Clarence-Smith added that she "was pleased to contribute to Arura's growth strategy and to see Silkit's pipeline benefit from Arura's commercialization expertise. Silkit is a US-based Pharmaceutical company focused on Women's Health.

Pursuant to the definitive acquisition agreement, Arura has acquired all of the outstanding securities from the securities holders of Silkit (collectively the "Vendors") for an aggregate base purchase price of CDN $1,000,000. The purchase price was paid by the issuance by Arura to the Vendors of an aggregate of 5,000,000 common shares of Arura at a deemed issuance price of CDN$0.20 per Arura common share. In addition, the Vendors shall be entitled to receive (i) in the aggregate, an additional 5,000,000 common shares of Arura shall some financing milestone be met by Arura before October 31st, 2008 and (ii) for each product using Silkit proprietary rights that is approved by the U.S. Food and Drug Administration (where such approval is legally required) or commercialised within the United States of America, on a pro rata basis, common shares of Arura having an aggregate value of US$1,000,000, valued at the weighted average trading price of the Arura Shares on the Exchange during the 10 trading days preceding the day there is publicly available information confirming such product's approval or commercialisation. All the shares issued in connection with the acquisition are and will be subject to a four months hold period from the date of their issuance.

The acquisition has been conditionally approved by the TSX Venture Exchange (the "Exchange") and remains subject to the Exchange's definitive approval. As of the date hereof, Arura has no reason to believe that such final approval will not be obtained by Arura.

Arura also announced it has completed a second closing of its pre-announced private placement for gross proceeds of $515,000, in addition to the first tranche of $1,000,000 announced on November 5, 2007. The second tranche of the placement consisted in the issuance of 4,152,400 units issued by Arura at a price of $0.125 per unit composed of one common share and one-half common share purchase warrant (a "Unit"). Each whole warrant will allow the holder to purchase an additional common share of Arura at the price of $0.225 for a period of twenty-four months. All the shares issued in connection with the private placement are and will be subject to a four months hold period from the date of their issuance.

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