AlliancePharma Inc. entered into a binding agreement to acquire Rodocanachi Capital Inc. (TSX-V: ROD.P) in a reverse merger transaction on August 27, 2014. Under the agreement, 106 class A shares of Alliance will be exchanged for 12.19 million Rodocanachi common shares and the 1.62 million outstanding class E shares of Alliance will be exchanged for 10.81 million Rodocanachi common shares. In connection with the transaction, Rodocanachi will complete a private placement of Rodocanachi common share at a price of CAD 0.15 per share for minimum gross proceeds of CAD 0.3 million and maximum gross proceeds of CAD 0.5 million. The transaction is subject to approval of the TSX Venture Exchange and Autorité des marchés financiers, approval of the shareholders of Rodocanachi, approval of the shareholders of Alliance, the approval by the board of directors of Alliance and Rodocanachi, necessary consents of third parties and lenders, completion of the shares for debt exchange, minimum private placement offering having been secured, completion of the Rodocanachi consolidation, Rodocanachi and Alliance entering into escrow agreements and certain other customary conditions. The transaction is expected to close by January 7, 2015.

As on December 30, 2014, the transaction has been approved by TSX Venture Exchange subject to Rodocanachi Capital fulfilling all the requirements of the TSXV on or before March 19, 2015.

Guimond Lavallée Inc acted as auditor, Computershare Investor Services acted as transfer agent and Langlois Kronström Desjardins LLP acted as legal advisor to Rodocanachi Capital. Jones, Gable & Company Limited acted as sponsor in the transaction. The Sponsor will receive an advisory fee of CAD 30,000, of which CAD 22,500 has been paid as a non-refundable deposit, 400,000 non-transferable compensation options, each of which will entitle the sponsor to acquire one common share upon the payment of CAD 0.15 for a period of twenty-four months following the date of completion of the acquisition. Computershare Investor Services Inc. acted as an escrow agent.

AlliancePharma Inc. completed the acquisition of Rodocanachi Capital Inc. (TSX-V: ROD.P) in a reverse merger transaction on January 8, 2015. As per the terms, AlliancePharma will start trading on the TSX Venture Exchange on or about January 14, 2014 under the symbol “APA”. Following closing of the Transaction, the Board of Directors of Alliance comprises Marc Lemieux (Chairman, Chief Financial Officer and Secretary), Isabelle Bégin (Chief Executive Officer and President), Patrick Fernet, Michael Kinley and Maxime Lemieux.