Revive Therapeutics Inc. entered into a letter of intent to acquire Mercury Capital II Limited (TSXV:MFF.P) in a reverse merger transaction on July 18, 2013. Completion of the transaction is subject to certain conditions precedent, including completion of satisfactory due diligence, execution of definitive agreement, completion of a concurrent financing and receipt of all necessary regulatory and Exchange approvals. If applicable pursuant to Exchange requirements, the completion of the transaction is also subject to majority of the minority shareholder approval. The definitive agreement relating to the transaction is expected to be executed on or before November 30, 2013.

As of November 26, 2013, Mercury Capital II Limited (TSXV:MFF.P) entered into a definitive agreement to acquire Revive Therapeutics Inc. in a reverse merger transaction. The exchange ratio for the exchange of shares of Revive will be 1:1. The merger will result in Mercury issuing an aggregate of 12.9 million Mercury shares to the shareholders of Revive. Also, Revive expects to complete a brokered private placement through Hampton Securities Limited to raise gross proceeds of a minimum of $1.1 million and a maximum of $1.5 million through the issuance of subscription receipts. Assuming the maximum offering is achieved, the former Revive shareholders will own approximately 65.1%, current Mercury shareholders will hold approximately 9.4% and purchasers under the private placement will hold approximately 25.3% of the resulting issuer shares. It is anticipated that the name of Mercury will be changed so that the name of the resulting issuer will be Revive Therapeutics Ltd. Fabio Chianelli will join as the Chief Executive Officer, Craig Leon as the Director, Carlo Sansalone as the Director, William Jackson as Director, Carmelo Marrelli as Chief Financial Officer, Dr. Bev Incledon as the Vice-President of Research and Development and Robbie Grossman as the Corporate Secretary.

Completion of the merger is conditional upon all necessary regulatory approvals, including the approval of the exchange, and other conditions. The approval of Mercury shareholders is not required as a condition to completion. Mercury and Revive anticipate closing on or before February 23, 2014.

Revive Therapeutics Inc. completed the acquisition of Mercury Capital II Limited (TSXV:MFF.P) in a reverse merger transaction on December 30, 2013.