QPT Quest PharmaTech Inc

TSX Venture: QPT

EDMONTON, AB, June 6, 2023 /CNW/ - Quest PharmaTech Inc. (TSXV: QPT) ("Quest" or the "Company"), at the request of the TSX Venture Exchange, is providing additional information to clarify certain information contained in the Company's news release dated June 2, 2023 announcing the entry into of a non-binding agreement in principle ("Agreement in Principle") with OQP Bio Inc. of Korea ("OQP Bio") for the potential monetization of bonds held by Quest in OQP Bio (the "OQP Bio Bonds").

As previously disclosed, the Agreement in Principle is non-binding and subject to the execution of a definitive agreement among the parties and a definitive agreement has not been signed to date. The terms and conditions contained in the Agreement in Principle are indicative and subject to change and there can be no assurance that a definitive agreement will be signed on the indicative terms or at all. In addition, even if a definitive agreement is signed, the Company will be subject to performance risk of all counterparties and liquidity risk and price volatility for any marketable securities received. The Agreement in Principle contemplates that buyers for one-half of the Company's OQP Bio Bonds payable in cash will be arranged by OQP Bio. The Company is not aware at this time of any third party purchasers that have been arranged or committed to purchase the Company's OQP Bio Bonds and there is a risk that OQP Bio will not be successful in arranging for such purchasers. The Agreement in Principle also contemplates a merger between Canaria Bio Co, Ltd. ("CAB") and Canaria Bio M Co. Ltd. ("CABM") and the receipt by the Company of shares of CAB in exchange for shares of CABM. The CABM shares would be received by the Company upon the conversion of convertible debentures of CABM received from OQP Bio in exchange for the other half of the Company's OQP Bio Bonds. The proposed merger will be subject to a number of conditions, including regulatory and other approvals, and there can be no assurance that the proposed merger will be completed as proposed or at all. Further, there can be no assurance that any of the proposed monetization transactions contemplated by the Agreement in Principle will be completed as proposed or at all.

The Company is continuing to work on the signing of a binding definitive. If the Company enters into a binding definitive agreement in respect of the transactions contemplated by the Agreement in Principle, a further press release will be issued at that time by the Company providing full details.

Quest PharmaTech Inc is a publicly traded, Canadian based biopharmaceutical company (QPT: TSXV) developing products to improve the quality of life. The Company has a 42.5% ownership interest in OncoQuest Inc. which sold its immunotherapy technology assets to Korea-based Dual Industrial Co, Ltd. in April 2020. Quest also has a 23% ownership interest in OncoVent, a Chinese joint venture developing antibody-based immunotherapeutic products for cancer for the Greater China territory. Quest is also developing proprietary MAb AR 9.6 targeting truncated MUC16 as theranostic agents for cancer. AR 9.6 was licensed from University of Nebraska and currently is in late preclinical stage. To learn more, visit www.questpharmatech.com

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not historical in nature contain forward-looking information. Forward-looking information can be identified by words or phrases such as "may", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen. The forward-looking information contained herein, including, without limitation, statements related to the Company's proposed transactions with OQP Bio Inc., is made as of the date of this press release and is based on assumptions management believed to be reasonable at the time such statements were made, including the Company's ability to enter into a definitive agreement with OQP Bio Inc. in a timely manner, if at all, and its ability to obtain all required regulatory approvals, as well as the assumptions and risks that are described from time to time in the Company's public securities filings, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation: the inability of the Company to sign a definitive agreement with OQP Bio Inc. in a timely manner, if at all; that any definitive agreement will contain terms that are consistent with the agreement in principle between the parties; and that the benefits of the transaction as proposed will be received, and additional risk factors that can be found in the Company's securities law filings which have been filed under the Company's SEDAR profile at www.sedar.com. Readers are cautioned not to put undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Quest PharmaTech Inc.