TOSBF » Topics » FULL DESCRIPTION OF MATERIAL CHANGE

This excerpt taken from the TOSBF 6-K filed Nov 10, 2009.

FULL DESCRIPTION OF MATERIAL CHANGE

On November 6, 2009, Labopharm announced that it was streamlining its operations, eliminating 35 positions. Following the action, Labopharm will have 124 employees, approximately 75 of which will be in research and development positions.  The reduction in workforce is expected to result in annual cost savings of approximately $3 million. The measures are intended to focus the organization to better support the full commercial potential of its products, pipeline and technologies.

The Company expects to incur a restructuring charge related to the reduction in workforce of approximately $1 million in the fourth quarter of 2009.

This excerpt taken from the TOSBF 6-K filed Sep 8, 2009.

ITEM 5  ——  Full Description of Material Change

On September 1, 2009, the Corporation issued a press release announcing that it has completed the previously announced Business Combination with the shareholders of Adira, a company incorporated in the Province of Ontario, and now is the owner of all the issued and outstanding shares of Adira. In addition,


Adira has completed a Private Placement of 7,600,000 Units at a price of U.S. $0.25 per Unit. Sandfire acted as lead agent to Adira in connection with the Private Placement.

Each Unit was comprised of one common share of Adira and one-half of one share purchase warrant. The common shares and share purchase warrants issued by Adira were exchanged concurrently with the closing of the Business Combination. Each resulting share purchase warrant entitles the holder to purchase one additional common share of the Corporation at the exercise price of U.S. $0.50 per share for a two year period following closing. In connection with the Private Placement, 455,770 compensation warrants were issued to agents which will entitle the holders thereof to purchase an equal amount of common shares of the Corporation at the exercise price of U.S. $0.25 per common share for a two year period following closing.

As consideration for the outstanding securities of Adira, the Corporation has issued an aggregate of 39,040,001 common shares and now has an aggregate of 62,240,001 issued and outstanding common shares. Additionally, 3,334,000 options and 3,845,000 warrants of Adira were exchanged for Options and warrants of the Corporation on an equivalent basis.

The Corporation extended its appreciation for past service to Michael Hart, Michael Murphy and John Campbell, who have resigned from the board of the Corporation and welcome the Corporation’s new directors, Dennis Bennie (Chair), Glen Perry, Alan Friedman and Ilan Diamond (CEO). It is contemplated that at the next shareholder’s meeting, upon receipt of shareholder approval, the Corporation will change its name to “Adira Energy Corp.”, will adopt the 2009 Adira Option Plan and approve the previously granted Options.

Together with pre-existing cash on hand and after deducting commissions payable in connection with the Private Placement, the Corporation has a cash balance as of August 31, 2009 of approximately U.S.$2.6 million. The Corporation intends using cash proceeds to immediately complete the purchase of a drill rig to commence drilling operations on its Eitan License in Northern Israel.

A full description of the material change is contained in the press release dated September 1, 2009, a copy of which is attached hereto as Schedule “A”.

This excerpt taken from the TOSBF 6-K filed Sep 8, 2009.

Full Description of Material Change


SAMEX is granting options on 630,000 shares at $0.20 per share to consultants and employees of the Company, and options to directors and officers of the Company on 2,925,000 shares at a price of $0.20 per share. The options have a ten-year term which will expire September 4, 2019.


"FULL DESCRIPTION OF MATERIAL CHANGE" elsewhere:

STEEN RIVER OIL & GAS INC. (JDO)
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