Completion of the Acquisition of CellCyte Genetics Corporation (WA)
KIRKLAND, Wash., March 30, 2007 /PRNewswire-FirstCall/ -- CellCyte Genetics Corporation (the "Company"; formerly Shepard Inc.) announces the Closing today of its previously announced Share Exchange Agreement with CellCyte Genetics Corporation ("CellCyte") and CellCyte Genetics, Inc. (the "vendors") in connection with the acquisition by the Company from the Vendors of all of the issued and outstanding shares of CellCyte (the "Purchased Shares"; and collectively, the "CellCyte Acquisition").
This transaction, therefore, completes the acquisition of CellCyte Genetics Corporation (WA), an emerging biotechnology company engaged in the discovery and development of breakthrough stem cell enabling therapeutics.
The Closing of the Share Exchange Agreement can be qualified in its entirety by reference to the Share Exchange Agreement, which forms the subject of the Company's Current Report on Form 8-K that was filed by CellCyte Genetics Corporation with the U.S. SEC (see: www.sec.gov) on March 14, 2007.
As of the closing date, the Company has raised a total of USD $5,971,751 by way of a private placement of common shares or units of the Company (the "Private Placement") and settled all debts of the company through share issuance. Qualification of the Private Placement, debt settlement and issuances are available by reference to the Share Exchange Agreement terms also in the Company's Current Report on Form 8-K filed with the U.S. SEC on March 14, 2007.
In accordance with these corporate developments, CellCyte Genetics Corporation has appointed each of Mr. Gary A. Reys and Dr. Ronald W. Berninger (the Vendors of CellCyte) to the existing Board of Directors of the Company, and in the following Executive Officer roles: Mr. Reys, as the current President and Chief Executive Officer of the Company; and Dr. Berninger, as the current Secretary, Treasurer and Executive Vice-President of the Company.
About CellCyte Genetics
CellCyte Genetics, a Washington State company, is an emerging biotechnology company engaged in the principle business of the discovery, development and commercialization of breakthrough stem cell enabling therapeutics products.
For further information see: www.cellcyte.com. Symbol: OTCBB - CCYG; Frankfurt/Berlin Symbol - LK6 WKN. No.: A0MLCV. Safe Harbor Statement
THIS NEWS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS", AS THAT TERM IS DEFINED IN SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS IN THIS NEWS RELEASE, WHICH ARE NOT PURELY HISTORICAL, ARE FORWARD-LOOKING STATEMENTS AND INCLUDE ANY STATEMENTS REGARDING BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS REGARDING THE FUTURE. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD- LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR THE COMPANY INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH THE CLOSING OF THE CLOSING OF THE SHARE EXCHANGE AGREEMENT AND THE DEVELOPMENT AND FUNDING OF THE COMPANY CONSEQUENT THEREON, AS WELL AS THE RISKS SHOWN IN THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING THE COMPANY. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH THE REGULATORY APPROVAL PROCESS, COMPETITIVE COMPANIES, FUTURE CAPITAL REQUIREMENTS AND THE COMPANY'S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH AND DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE THAT THE COMPANY'S DEVELOPMENT EFFORTS WILL SUCCEED AND THE COMPANY WILL ULTIMATELY ACHIEVE COMMERCIAL SUCCESS.
THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS NEWS RELEASE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS, OR TO UPDATE THE REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE BELIEFS, PLANS, EXPECTATIONS AND INTENTIONS CONTAINED IN THIS NEWS RELEASE ARE REASONABLE, THERE CAN BE NO ASSURANCE THOSE BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS WILL PROVE TO BE ACCURATE. INVESTORS SHOULD CONSIDER ALL OF THE INFORMATION SET FORTH HEREIN AND SHOULD ALSO REFER TO THE RISK FACTORS DISCLOSED IN THE COMPANY'S PERIODIC REPORTS FILED FROM TIME-TO- TIME WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THIS NEWS RELEASE HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY WHO TAKE FULL RESPONSIBILITY FOR ITS CONTENTS. EACH OF THE NASD, THE SEC AND THE OTCBB NEITHER APPROVES NOR DISAPPROVES OF THE CONTENTS OF THIS NEWS RELEASE. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
CONTACT: North America, Investor Relations, +1-877-688-5050, or Europe,Investor Relations Europe, (+49) 69.7593.8451
Web site: http://www.cellcyte.com/
Ticker Symbol: (NASDAQ-OTCBB:CCYG)
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Posted: March 2007