SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For June 27, 2000 - August 15, 2000
NORTRAN PHARMACEUTICALS
-----------------------------------------------
(Translation of Registrant's name into English)
3650 Wesbrook Mall
-----------------------------------------------
(Address of principal executive offices)
Vancouver, British Columbia, V6S 2L2, CANADA
-----------------------------------------------
CIK # 0001036141 FILE NO. 0-29338
-----------------------------------------------
[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or For 40-F]
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange act of
1934.]
Yes [X] No [ ]
<PAGE>
FORM 6-K
TABLE OF CONTENTS
For June 27, 2000 - August 15, 2000
NORTRAN PHARMACEUTICALS INC.
File No. 0-29338, CIK # 0001036141
Exhibit 1 Material Change Form - July 17, 2000
Exhibit 2 Material Change Form - July 24, 2000
Exhibit 3 Press Release - July 17, 2000
Exhibit 4 Press Release - July 24, 2000
Exhibit 5 Press Release - August 2, 2000
Exhibit 6 Form 61 (BC)
Exhibit 7 Interim Financial Statements
Exhibit 8 Form 20 - June 15, 2000
<PAGE>
ONTARIO
BRITISH COLUMBIA
ALBERTA
QUEBEC
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO),
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA),
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
ITEM 1. REPORTING ISSUER
Nortran Pharmaceuticals Inc.
3650 Wesbrook Mall
Vancouver, British Columbia V6S 2L2
ITEM 2. DATE OF MATERIAL CHANGE
July 17, 2000
ITEM 3. PRESS RELEASE
July 17, 2000 - Vancouver, British Columbia
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Issuer has obtained a conditional listing on The Toronto Stock
Exchange for its common shares. The common shares of the Issuer are
expected to commence trading on The Toronto Stock Exchange in late
July. The Issuer will continue to trade on the Canadian Venture
Exchange and the NASD OTCBB.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
See attached press release for further details.
ITEM 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND
EQUIVALENT SECTIONS OF OTHER JURISDICTIONS
Not applicable.
NP1500.219
<PAGE>
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. SENIOR OFFICERS
Name: Robert W. Rieder
Title: President and Chief Executive Officer
Phone No.: (604) 222-5577
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
July 25, 2000 Per: /s/Robert Rieder
-------------------------- ------------------------------
Date Signature
Robert W. Rieder
-------------------------------------
Name of Officer
President and Chief Executive Officer
-------------------------------------
Title of Officer
Vancouver, British Columbia
-------------------------------------
Place
NP1500.219
<PAGE>
ONTARIO
BRITISH COLUMBIA
ALBERTA
QUEBEC
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO),
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA),
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA) AND
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
ITEM 1. REPORTING ISSUER
Nortran Pharmaceuticals Inc.
3650 Wesbrook Mall
Vancouver, British Columbia V6S 2L2
ITEM 2. DATE OF MATERIAL CHANGE
July 24, 2000
ITEM 3. PRESS RELEASE
July 24, 2000 - Vancouver, British Columbia
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Issuer will commence trading on the Toronto Stock Exchange under
the symbol "NRT" on July 25, 2000. The Issuer will continue to trade
on the Canadian Venture Exchange and the NASD OTCBB.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
See attached press release for further details.
ITEM 6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND
EQUIVALENT SECTIONS OF OTHER JURISDICTIONS
Not applicable.
NPI500.219
<PAGE>
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. SENIOR OFFICERS
Name: Robert W. Rieder
Title: President and Chief Executive Officer
Phone No.: (604) 222-5577
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
July 25, 2000 Per: /s/Robert Rieder
-------------------------- ------------------------------
Date Signature
Robert W. Rieder
-------------------------------------
Name of Officer
President and Chief Executive Officer
-------------------------------------
Title of Officer
Vancouver, British Columbia
-------------------------------------
Place
NPI500.219
<PAGE>
Nortran 3650 Wesbrook Mall Tel: 604-222-5577
Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617
V6S 2L2 CANADA Website: www.nortran.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CDNX: NRT, NASD BB: NTRDF
NORTRAN TO CONDITIONALLY LIST ON
--------------------------------
TORONTO STOCK EXCHANGE
----------------------
Vancouver, Canada, July 17, 2000 - Nortran Pharmaceuticals Inc. (the "Company"
or "Nortran") announced today that it has obtained a conditional listing on the
Toronto Stock Exchange (TSE) for its common shares. The common shares of the
Company are expected to commence trading on the TSE in late July. Nortran will
continue to trade on the Canadian Venture Exchange and the NASD OTCBB.
"We are very pleased to be conditionally listed on the TSE," commented Bob
Rieder, President and CEO." This important milestone will very much broaden the
investor community available to Nortran. That will help ensure that our key
development programs can be appropriately resourced."
Nortran Pharmaceuticals is a commercially-focused pharmaceutical company.
Current Nortran drugs in development target intractable cough and
life-threatening arrhythmia of the heart.
Nortran recently announced the start of a placebo-controlled Phase II clinical
trial of its lead product, CP1, in patients with chronic, idiopathic cough.
Idiopathic cough is a sustained cough with no diagnosable cause. Such patients
have a heightened sensitivity to cough-irritants such as airborne particles,
cold air or other changes in air qualities. As a result, these patients often
cough without apparent reason. Nortran's Phase II study is focused on
determining if Nortran's anti-tussive compound, CP1, can reduce patient
sensitivity to such cough-causing irritants.
In its program to treat life-threatening cardiac arrhythmia, Nortran has
developed drug candidates suitable for clinical testing as treatments for atrial
arrhythmia. Nortran has shown in preclinical studies that its drug candidates
are both safe and effective in the suppression of such atrial arrhythmia, with
little risk of the dangerous side effects associated with current drugs. This
progress has led to collaborative research agreements with AstraZeneca and
Aventis Pharma, both of which are global leaders in the pharmaceutical industry.
ON BEHALF OF THE BOARD
/s/ Bob Rieder
Robert Rieder
President & Chief Executive Officer
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Nortran 3650 Wesbrook Mall Tel: 604-222-5577
Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617
V6S 2L2 CANADA Website: www.nortran.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CDNX: NRT, NASD BB: NTRDF
NORTRAN TO COMMENCE TRADING ON
------------------------------
TORONTO STOCK EXCHANGE
----------------------
Vancouver, Canada, July 24, 2000 - Nortran Pharmaceuticals Inc. (the "Company"
or "Nortran") announced today that it will commence trading on the Toronto Stock
Exchange (TSE) under the symbol "NRT" on July 25, 2000. Nortran will continue
to trade on the Canadian Venture Exchange and the NASD OTCBB.
"We are very pleased to begin trading on Canada's senior exchange," commented
Bob Rieder, President and CEO. "This listing may provide greater liquidity for
our investors and qualify Nortran for more institutional investment."
Nortran Pharmaceuticals is a commercially-focused pharmaceutical company.
Current Nortran drugs in development target intractable cough and
life-threatening arrhythmia of the heart.
Nortran recently announced the start of a placebo-controlled Phase II clinical
trial of its lead product, CP1, in patients with chronic, idiopathic cough.
Idiopathic cough is a sustained cough with no diagnosable cause. Such patients
have a heightened sensitivity to cough-irritants such as airborne particles,
cold air or other changes in air qualities. As a result, these patients often
cough without apparent reason. Nortran's Phase II study is focused on
determining if Nortran's anti-tussive compound, CP1, can reduce patient
sensitivity to such cough-causing irritants.
In its program to treat life-threatening cardiac arrhythmia, Nortran has
developed drug candidates suitable for clinical testing as treatments for atrial
arrhythmia. Nortran has shown in preclinical studies that its drug candidates
are both safe and effective in the suppression of such atrial arrhythmia, with
little risk of the dangerous side effects associated with current drugs. This
progress has led to collaborative research agreements with AstraZeneca and
Aventis Pharma, both of which are global leaders in the pharmaceutical industry.
ON BEHALF OF THE BOARD
/s/ Bob Rieder
Robert Rieder
President & Chief Executive Officer
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Nortran 3650 Wesbrook Mall Tel: 604-222-5577
Pharmaceuticals Inc. Vancouver, BC Fax: 604-222-6617
V6S 2L2 CANADA Website: www.nortran.com
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CDNX: NRT, NASD BB: NTRDF
NORTRAN REPORTS SECOND QUARTER RESULTS
--------------------------------------
Vancouver, Canada, August 2, 2000 -- Nortran Pharmaceuticals Inc. ("Nortran" or
the "Company") today reported a net loss of $2,532,213 or 0.07 cents per common
share for the six months ended May 31, 2000, compared with a net loss of
$1,891,619 or 0.07 cents per common share for the six months ended May 31, 1999.
The increase in losses was primarily due to higher operating expenditures in
both the research and development and general administration. Research and
development expenses were $1,776,197, an increase of 31% from the same period in
the preceding fiscal year. This increase was primarily due to the lower research
expenditure recovery received in the period ended May 31, 2000. General and
administrative costs increased by 57% from $479,971 for the same period in the
preceding year to $754,362. The increase in general administration expenses was
primarily due to higher consulting and professional fees, office and
miscellaneous, and travel and accommodation expenses incurred.
At May 31, 2000, the company's cash and cash equivalents, short-term
investments, and funds held in escrow were $12,112,717, an increase of
$7,977,845 from 1999. This increase was primarily attributable to the gross
proceeds ($7,768,880) collected from the Company's special warrants financing
closed in April 2000. The net proceeds from this financing will be used to fund
the current clinical trials in the Company's chronic cough program, to initiate
clinical testing of the Company's antiarrhythmic drug candidates, and for
general corporate purposes.
The Company recently announced (July 17, 2000), a conditional listing on the
Toronto Stock Exchange (TSE) for its common shares. The common shares of the
Company commenced trading on the TSE under the symbol "NRT" on July 25, 2000.
Nortran will continue to trade on the Canadian Venture Exchange and the NASD
OTCBB.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Page 2
Selected Financial Highlights (Canadian dollars) 1
--------------------------------------------------------------------------------
As at
Balance Sheets May 31, 2000 May 31, 1999
================================================================================
Cash and cash equivalents $ 1,472,184 $ 3,927,524
Short-term investments 2,871,653 207,348
Funds held in escrow 7,768,880 -
Other current assets 429,494 348,940
--------------------------------------------------------------------------------
Total current assets 12,542,211 4,483,812
Capital assets 408,604 541,644
Deferred financing costs 312,929 -
Other assets 2,313,377 2,460,069
--------------------------------------------------------------------------------
Total assets $15,577,121 $ 7,485,525
================================================================================
Current liabilities $ 756,585 $ 411,917
Long-term capital lease obligations and debt 31,083 156,646
Shareholders' equity 14,789,453 6,916,962
--------------------------------------------------------------------------------
Total liabilities and shareholders' equity $15,577,121 $ 7,485,525
================================================================================
--------------------------------------------------------------------------------
For the Six Months ended
Statements of Loss and Deficit May 31, 2000 May 31, 1999
================================================================================
Revenue
Interest income $ 144,378 $ 106,545
Grant and other revenue 148,994 167,119
--------------------------------------------------------------------------------
293,372 273,664
================================================================================
Expenses
Research and Development 1,776,197 1,354,760
General & Administrative 754,362 479,971
Amortisation 295,026 330,552
--------------------------------------------------------------------------------
2,825,585 2,165,283
================================================================================
Net Loss for the period $ (2,532,213) $ (1,891,619)
Deficit Beginning of period (16,314,589) (11,863,269)
--------------------------------------------------------------------------------
Deficit End of period $(18,846,802) $(13,754,888)
================================================================================
Net Loss per Common Share2 $ (0.07) $ (0.07)
================================================================================
1 Condensed from the Company's unaudited financial statements.
2 Loss per share is based on the weighted average number of common shares
outstanding during the period.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
Page 3
Nortran Pharmaceuticals is a commercially-focused pharmaceutical company.
Current Nortran drugs in development target intractable cough and
life-threatening arrhythmia of the heart.
Nortran announced the start of a placebo-controlled Phase II clinical trial of
its lead product, CP1, in patients with chronic, idiopathic cough. Idiopathic
cough is a sustained cough with no diagnosable cause. Such patients have a
heightened sensitivity to cough-irritants such as airborne particles, cold air
or other changes in air qualities. As a result, these patients often cough
without apparent reason. Nortran's Phase II study is focused on determining if
Nortran's anti-tussive compound, CP1, can reduce patient sensitivity to such
cough-causing irritants.
In its program to treat life-threatening cardiac arrhythmia, Nortran has
developed drug candidates suitable for clinical testing as treatments for atrial
arrhythmia. Nortran has shown in preclinical studies that its drug candidates
are both safe and effective in the suppression of such atrial arrhythmia, with
little risk of the dangerous side effects associated with current drugs. This
progress has led to collaborative research agreements with AstraZeneca and
Aventis Pharma, both of which are global leaders in the pharmaceutical industry.
ON BEHALF OF THE BOARD
/s/ Bob Rieder
Robert Rieder
President & Chief Executive Officer
Except for the historical information presented, certain matters discussed in
this news release are 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. Such risks and uncertainties include among others, those
described in the Company's annual report in Form 20-F, including the following:
uncertainty related to early stage of development, technology and product
development; dependence on future corporate collaborations; dependence on
proprietary technology and uncertainty of patent protection; management of
growth; future capital needs and uncertainty of additional funding; intense
competition; manufacturing and market uncertainties; government regulation;
product liability exposure and insurability.
WARNING: THE COMPANY RELIES ON LITIGATION PROTECTION FOR "FORWARD-LOOKING"
STATEMENTS.
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE
<PAGE>
FORM 61
QUARTERLY REPORT
Incorporated as part of: Schedule A
X Schedules B & C
-
ISSUER DETAILS:
================================================================================
Name of Issuer NORTRAN PHARMACEUTICALS INC.
--------------------------------------------------------------------------------
Issuer Address 3650 Wesbrook Mall
Vancouver, British Columbia
V6S 2L2
--------------------------------------------------------------------------------
Issuer Telephone Number (604) 222 -5577
--------------------------------------------------------------------------------
Contact Person Christina Yip
--------------------------------------------------------------------------------
Contact's Position Controller
--------------------------------------------------------------------------------
Contact Telephone Number (604) 222 -5577
--------------------------------------------------------------------------------
For Quarter Ended May 31, 2000
--------------------------------------------------------------------------------
Date of Report July 27, 2000
================================================================================
CERTIFICATE
THE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ATTACHED AND THE
DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A
COPY OF THIS QUARTERLY REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS
IT. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING
OF SCHEDULE A AND SCHEDULES B & C.
Michael Walker /s/ Michael Walker July 27, 2000
--------------------------------------------------------------------------------
Name of Director Sign (typed) Date Signed (YY/MM/DD)
Robert Rieder /s/ Robert Rieder July 27, 2000
--------------------------------------------------------------------------------
Name of Director Sign (typed) Date Signed (YY/MM/DD)
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
1 For the six months ended May 31, 2000:
a) Deferred costs
---------------------------------------------------------------------------
Patents $ 166,351
===========================================================================
b) Research and development expenditures
---------------------------------------------------------------------------
Consulting and other $ 205,619
Lab supplies and operating facility 366,500
Salaries and benefits 635,581
Research agreements 336,783
Development contracts 231,714
---------------------------------------------------------------------------
$ 1,776,197
===========================================================================
c) General and administration expenditures
---------------------------------------------------------------------------
Consulting and professional fees $ 177,584
Office and miscellaneous 202,913
Salaries and benefits 238,740
Travel and other 135,125
---------------------------------------------------------------------------
$ 754,362
===========================================================================
d) Aggregate amount of expenditures made to parties not at arm's length from
the issuer
---------------------------------------------------------------------------
Research and development consulting fees paid to directors $ 67,590
Administrative consulting fees paid to directors 3,500
Research contract fees paid to a company with
directors in common 7,565
---------------------------------------------------------------------------
$ 78,655
===========================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
2. For the quarter ended May 31, 2000:
a) Summary of securities issued during the quarter
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Date of Type of Number of Price Total Type of Commission
Issue Security Shares Proceeds Consideration
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mar 15, 2000 Common Share 728,564 $0.70 $ 509,995 Cash Nil
Mar 20, 2000 Common Share 5,000 $0.63 $ 3,150 Cash Nil
Mar 20, 2000 Common Share 10,000 $1.58 $ 15,800 Cash Nil
Mar 20, 2000 Common Share 15,000 $1.00 $ 15,000 Cash Nil
Mar 20, 2000 Common Share 10,000 $1.05 $ 10,500 Cash Nil
Mar 20, 2000 Common Share 10,000 $1.26 $ 12,600 Cash Nil
Mar 20, 2000 Common Share 3,000 $0.63 $ 1,890 Cash Nil
Mar 20, 2000 Common Share 5,000 $0.63 $ 3,150 Cash Nil
------------------------------------------------------------------------------------------------------
786,564 $ 572,085
======================================================================================================
April 14, Special
2000 Warrants (1) 5,549,200 $1.40 $7,768,880 Cash $Nil (2)
======================================================================================================
</TABLE>
(1) see Special Warrant Financing on Schedule C
(2) commission were paid subsequent to the quarter ended May 31, 2000, upon
completion of the Special Warrant Financing in June 2000, see Special
Warrant Financing on Schedule C for details.
b) Summary of options granted during the quarter
Date Name of Optionee Number of Exercise Price Expiry Date
Granted Shares $
--------------------------------------------------------------------------------
Mar 30, 2000 Bob Rieder 55,000 1.61 Mar 29, 2005
May 25, 2000 Alexander Zolotoy 10,000 1.27 May 24, 2006
May 25, 2000 Bertrand Plouvier 25,000 1.27 May 24, 2006
May 25, 2000 Wei Qun Wang 7,500 1.27 May 24, 2006
May 25, 2000 Sheila Grant 30,000 1.27 May 24, 2006
May 25, 2000 Sue Milne 10,000 1.27 May 24, 2006
May 25, 2000 Bob Rieder 200,000 1.27 May 24, 2006
May 25, 2000 Gregory Beatch 65,000 1.27 May 24, 2006
May 25, 2000 Tao Sheng 7,500 1.27 May 24, 2006
May 25, 2000 Lewis Choi 17,500 1.27 May 24, 2006
May 25, 2000 Lilian Clohs 20,000 1.27 May 24, 2006
May 25, 2000 Sara Harrison 5,000 1.27 May 24, 2006
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
May 25, 2000 Jeff Zhu 10,000 1.27 May 24, 2006
May 25, 2000 Yuzhong Liu 7,500 1.27 May 24, 2006
May 25, 2000 Salome Mbofana 5,000 1.27 May 24, 2006
May 25, 2000 Grace Jung 25,000 1.27 May 24, 2006
May 25, 2000 Mark Buss 5,000 1.27 May 24, 2006
May 25, 2000 Ying Dong 7,500 1.27 May 24, 2006
May 25, 2000 Leah Lynn 5,000 1.27 May 24, 2006
May 25, 2000 Christina Yip 22,500 1.27 May 24, 2006
May 25, 2000 Judy Wong 5,000 1.27 May 24, 2006
May 25, 2000 Michael Midmer 15,000 1.27 May 24, 2006
May 25, 2000 Xue Zhang 7,500 1.27 May 24, 2006
May 25, 2000 Desiree Ferdinandi 5,000 1.27 May 24, 2006
--------------------------------------------------------------------------------
Total 572,500
================================================================================
3 As at May 31, 2000:
a) Authorized capital and summary of shares issued and outstanding
Authorized Capital
200,000,000 common shares without par value
Number of Amount
Issued and Outstanding Shares $
--------------------------------------------------------------------------------
Balance as at November 30,1999 35,902,942 25,282,040
Returned for cancellation of escrow shares (1,500,000) (1,056,266)
Issued for cash upon exercise of options 15,000 13,250
--------------------------------------------------------------------------------
Balance as February 29, 2000 34,417,942 24,239,024
Issued for cash upon exercise of warrants 728,564 509,995
Issued for cash upon exercise of options 58,000 62,090
--------------------------------------------------------------------------------
Balance as May 31, 2000 35,202,506 24,811,109
================================================================================
b) Summary of options, warrants and convertible securities outstanding
i) Share Purchase Warrant Outstanding
None.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
b) Summary of options, warrants and convertible securities outstanding
(cont'd)
ii) Stock Option Outstanding
-----------------------------------------------------------------------
Number of Exercise Price Expiry Date
Shares $
-----------------------------------------------------------------------
45,000 0.63 Oct 31, 2000
200,000 0.70 Apr 10, 2001
200,000 1.85 Apr 26, 2001
175,000 1.00 Jul 08, 2001
310,000 1.40 Apr 02, 2002
40,000 1.42 Apr 20, 2002
90,000 1.25 May 29, 2002
15,000 0.97 Jan 18, 2003
600,000 1.49 Mar 17, 2003
260,000 1.58 Jun 11, 2004
265,000 1.05 Oct 15, 2004
35,000 1.26 Jan 10, 2005
100,000 1.10 Feb 08, 2004
50,000 1.05 Feb 24, 2005
100,000 0.61 Oct 31, 2002
50,000 0.61 Oct 31, 2004
60,000 0.61 Oct 31, 2005
130,000 1.05 Feb 13, 2006
55,000 1.61 Mar 29, 2005
517,500 1.27 May 24, 2006
-----------------------------------------------------------------------
3,297,500
-----------------------------------------------------------------------
c) Number of shares in escrow or subject to a pooling agreement
None.
d) List of Directors:
Dr. Michael J. A. Walker Dr. Allen Bain
Colin Mallet Dr. Clive Page
Robert W. Rieder Oh Kim Sun
Darrell Elliott
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
CLINICAL DEVELOPMENT
Cough Project (CP1)
-------------------
CP1, the Company's first generation cough drug is a non-narcotic drug for the
treatment of intractable cough. The Phase I clinical trial of CP1 was
successfully completed in October 1999. The trial, conducted in Edinburgh,
Scotland by Inveresk Research International Limited, on 31 healthy male
volunteers, showed that CP1, is safe beyond the normal dosage limits at which
drug would be administered. In March 2000, the Company started a
placebo-controlled Phase II clinical trial of CP1 in patients with chronic,
idiopathic cough.
Idiopathic cough is a sustained cough with no diagnosable cause. Patients
suffering from idiopathic cough have a heightened sensitivity to cough-irritants
such as airborne particles, cold air or other changes in air qualities. As a
result, these patients often cough without apparent reason. The Company's Phase
II study is focused on determining if its anti-tussive compound, CP1, can reduce
patient sensitivity to such cough-causing irritants.
PRECLINICAL DEVELOPMENT
Antiarrhythmic Project
----------------------
During the quarter ended May 31, 2000, the Company continued to add to the
pre-clinical data compiled for the atrial antiarrhythmic program. In this
program, the Company has developed candidates suitable for clinical testing as
treatments for atrial arrhythmias. The Company has shown in its preclinical
studies that its drug candidates are both safe and effective in the suppression
of such atrial arrhythmia, with less risk of the dangerous side effects
associated with current drugs. This progress has led to collaborative research
agreements with Aventis Pharma ("Aventis", formerly Hoechst Marion Roussel
Deutschland GmbH) and AstraZeneca ("Astra", formerly Astra H ssle AB of G
teberg).
Other Projects
--------------
The Company continued to make progress in two additional areas of research, the
pro-erectile and the RSD921 local anaesthetic project.
COLLABORATIONS
In August 1999, the Company announced the signing of a collaborative agreement
with Aventis to conduct collaborative research in the area of cardiac
arrhythmias. Under the terms of the agreement, both parties tested
antiarrhythmic compounds developed by each of the companies. The companies
evaluated the pharmacological profiles of their compounds through the use of
both companies' proprietary electrophysiological models and other pre-clinical
tests. The agreement expired in April 2000. Both parties are continuing to
collaborate on research.
In November 1998, Nortran entered into a collaborative research agreement with
Astra. This collaboration continues, with significant progress by both parties
to date.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
FINANCIAL HIGHLIGHTS
RESULTS OF OPERATIONS
For the six months ended May 31, 2000, the Company incurred a net loss of $2.53
million (or $0.07 per share) as compared to $1.89 million (or $0.07 per share)
for the six months ended May 31, 1999. The increase in loss was primarily due
to the higher operating expenditure in both the research and development and
general administration.
Total revenue for the six months ended May 31, 2000 was $293,000 as compared to
$274,000 for the same period in the preceding fiscal year. The increase in
revenue was due to the additional interest generated from the Company's
increased cash resources after the successful completion of a financing in
November 1999.
Research and development expenses totaled $1.78 million for the six months ended
May 31, 2000 as compared to $1.35 million for the same period during the
preceding fiscal year. The increase in research and development expenses was
primarily due to the lower research expenditure recovery received in the six
months ended May 31, 2000. The research expenditure recovery for the six months
ended May 31, 2000 was $Nil as compared to $336,817 for the same quarter in the
preceding fiscal year. The amount recovered in 1999 was from F. Hoffmann-La
Roche ("Roche"), under a previous collaborative research agreement between the
Company and Roche.
General and administration expenses increased to $754,000 for the six months
ended May 31, 2000 as compared to $480,000 for the same period in the preceding
fiscal year. The increase in general administration expenses is primarily due
to the higher consulting and professional fees, office and miscellaneous, and
travel and accommodation expenses incurred.
LIQUIDITY AND CAPITAL RESOURCES
The Company's activities during the six months ended May 31, 2000 were financed
primarily by its working capital carried forward from the previous fiscal year
and net proceeds collected from the private placement in November 1999. Working
capital as at May 31, 2000 was $11.78 million as compared to $4.07 million as at
May 31, 1999. Cash and cash equivalents, short-term investments and funds held
in escrow (see Special Warrant Financing described below) totaled $12.11 million
as at May 31, 2000 as compared to $4.13 million as at May 31, 1999.
SPECIAL WARRANT FINANCING
Subsequent to the quarter ended May 31, 2000, the Company completed a private
placement of 5,549,200 special warrants (the "Special Warrants") at a price of
$1.40 each for total gross proceeds of $7,768,880. The gross proceeds were held
in escrow as at May 31, 2000 and released to the Company in June 2000. In
connection with the private placement, the Company paid a cash commission of
$543,822 and granted 277,460 compensation options (the "Compensation Options")
to a syndicate of agents lead by Dlouhy Investments Inc., co-led by Goepel
McDermid Inc. and including HSBC Securities (Canada) Inc (the "Agents"). The net
proceeds from this financing will be used to fund the current clinical trials in
the Company's chronic cough program, to initiate clinical testing of the
Company's antiarrhythmic drugs candidate, and for general corporate purposes.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
In June 2000, each Special Warrant was converted, without additional payment,
into one common share and one half-of share purchase warrant (the "Warrant") of
the Company. Each whole Warrant entitles the holder to purchase one common
share of the Company at a price of $1.60 per share until April 14, 2002. Each
Compensation Option was converted into one share purchase warrant (the "Agent's
Warrant") at no additional cost. Each Agent's Warrant entitles the Agent to
purchase once common share of the Company at $1.40 per share until October 14,
2001.
NON-BROKERED PRIVATE PLACEMENT FINANCING
Also subsequent to the quarter ended May 31, 2000, the Company completed a
non-brokered private placement of 357,142 units (the "Units") at a price of
$1.40 each for total gross proceeds of $500,000. The net proceeds from this
financing will be used to support the Company's on going research and
development and for general corporate purposes.
In June 2000, each Unit was converted, without additional payment, into one
common share and one half-of share purchase warrant (the "Warrant") of the
Company. Each whole Warrant entitles the holder to purchase one common share of
the Company at a price of $1.60 per share until June 4, 2002.
CORPORATE STRATEGY
Nortran Pharmaceuticals Inc. is a commercially focused pharmaceutical company
built around a proven approach to drug discovery, a low-risk business strategy,
and a focus on major unmet medical needs via expertise in the area of ion
channels. The company's lead programs are in the area of cardiac arrhythmia
drugs and acute unproductive cough.
PARTNERING STRATEGY
Nortran's strength lies in the ability of its personnel to research and develop
potential drug candidates to the stage where such compounds demonstrate
sufficient potential to warrant the undertaking of clinical trials. As part of
its business strategy, the Company is seeking collaborative partners with
experience in the development and marketing of drugs in the relevant therapeutic
areas. The intention is to select partners with both the human and financial
resources to spearhead the clinical development of the Company's products as
required by the Food and Drug Administration (FDA), the Health Protection Branch
(HPB) and other international drug regulatory agencies. These partners would
also be expected to market the products.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
The rationale behind this strategy can be outlined as below:
- avoid the large expenses incurred in the later stages of clinical
development
- obtain early returns in the form of upfront and milestone payments
- utilize expertise and resources of major multinational pharmaceutical
company
- obtain long term revenue streams through royalty payments on product sales.
The Company has no plans for developing in-house marketing or manufacturing
capabilities.
INVESTOR RELATIONS
During the second quarter ended May 31, 2000 the Company did not engage any
outside parties for investor relations. Any investor relations functions were
accomplished through Company employees whose duties include; news releases,
investor communications and general day-to-day operations of this department.
YEAR 2000
The Company initiated a program in 1998 to assess the risks of Year 2000
noncompliance, remediate all non-compliant systems, assess the readiness of key
third parties and develop contingency plans. The critical aspects of the Year
2000 readiness program were completed in the third quarter of 1999. The Company
has not experienced any significant business interruptions related to the
transition to the Year 2000, however, the Company continues to actively monitor
its systems and third party suppliers. Contingency plans are in place to
prevent the failure of critical systems from having a material effect on the
Company and address the risk of third party non-compliance. Total costs to
address the Year 2000 issue were not material to the Company's financial
position, results of operations or cashflows.
STOCK LISTING
The Company's common shares trade on the Canadian Venture Exchange under the
symbol NRT and over the counter in the United States under the trading symbol
NTRDF.
Subsequent to the quarter ended May 31, 2000, the Company's common shares
commenced trading on the
Toronto Stock Exchange under the symbol NRT.
<PAGE>
NORTRAN PHARMACEUTICALS INC.
SCHEDULE B: SUPPLEMENTAL INFORMATION
MAY 31, 2000
================================================================================
CORPORATE COMMUNICATIONS
3650 Wesbrook Mall
Vancouver, British Columbia
V6S 2L2
Toll Free: (800) 330-9928
Tel: (604) 222-5577
Fax: (604) 222-6617
E-mail: [email protected]
-----------------
This Quarterly Report, including the discussion "Highlights" contains
forward-looking statements. All such forward-looking statements are, by
necessity, only estimates of future results and actual results achieved by the
company may differ materially from these statements due to a number of factors,
including (i) the company's ability to successfully complete pre-clinical and
clinical development of its products, (ii) the company's ability to complete
corporate alliances relating to the development and commercialization of its
technologies and products, (iii) decisions and the timing of decisions made by
health regulatory agencies regarding approval of the company's products, (iv)
the company's ability to obtain timely patent and other intellectual property
protection for its technologies and products, (v) the accuracy of the company's
information regarding competitors and potential competitors. These
forward-looking statements represents the company's judgment as of the date of
this Quarterly Report and the company assumes no obligation to update these
forward-looking statements to reflect actual results or changes in factors
affecting such statements.
<PAGE>
FORM 61
QUARTERLY REPORT
Incorporated as part of: X Schedule A
Schedules B & C
ISSUER DETAILS:
================================================================================
Name of Issuer NORTRAN PHARMACEUTICALS INC.
--------------------------------------------------------------------------------
Issuer Address 3650 Wesbrook Mall
Vancouver, British Columbia
V6S 2L2
--------------------------------------------------------------------------------
Issuer Telephone Number (604) 222 -5577
--------------------------------------------------------------------------------
Contact Person Christina Yip
--------------------------------------------------------------------------------
Contact's Position Controller
--------------------------------------------------------------------------------
Contact Telephone Number (604) 222 -5577
--------------------------------------------------------------------------------
For Quarter Ended May 31, 2000
--------------------------------------------------------------------------------
Date of Report July 27, 2000
================================================================================
CERTIFICATE
THE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ATTACHED AND THE
DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A
COPY OF THIS QUARTERLY REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS
IT. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING
OF SCHEDULE A AND SCHEDULES B & C.
Michael Walker /s/ Michael Walker July 27, 2000
--------------------------------------------------------------------------------
Name of Director Sign (typed) Date Signed (YY/MM/DD)
Robert Rieder /s/ Robert Rieder July 27, 2000
--------------------------------------------------------------------------------
Name of Director Sign (typed) Date Signed (YY/MM/DD)
<PAGE>
NORTRAN PHARMACEUTICALS INC.
Incorporated under the laws of British Columbia
INTERIM CONSOLIDATED BALANCE SHEETS
(unaudited - prepared by management)
(expressed in Canadian Dollars)
As at May 31
------------------------------
2000 1999
ASSETS
--------------------------------------------------------------------------------
Current
Cash and cash equivalents $ 1,472,184 $ 3,927,524
Short-term investments 2,871,653 207,348
Funds held in escrow 7,768,880 -
Other receivable and prepaid expenses 429,494 348,940
--------------------------------------------------------------------------------
Total current assets 12,542,211 4,483,812
Capital assets 408,604 541,644
Technology, license and patents 2,313,377 2,460,069
Deferred financing costs 312,929 -
--------------------------------------------------------------------------------
Total assets $15,577,121 7,485,525
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
Current
Accounts payable and accrued liabilities $ 631,858 $ 278,474
Current portion of obligations under
capital lease 52,108 68,207
Current portion of long-term debt 72,619 65,236
--------------------------------------------------------------------------------
Total current liabilities 756,585 411,917
Obligations under capital lease 18,204 71,148
Long-term debt 12,879 85,498
--------------------------------------------------------------------------------
Total liabilities 787,668 568,563
--------------------------------------------------------------------------------
Shareholders' Equity
Share Capital
Authorized
200,000,000 common shares without par value
Issued
28,473,299 at May 31, 1999
35,204,506 at May 31, 2000 24,811,109 20,671,850
Contributed surplus 1,056,266 -
Special warrants 7,768,880 -
Deficit (18,846,802) (13,754,888)
--------------------------------------------------------------------------------
Shareholders' equity 14,789,453 6,916,962
--------------------------------------------------------------------------------
Liabilities and shareholders' equity $15,577,121 $ 7,485,525
================================================================================
On behalf of the Board:
/s/ Robert Rieder /s/ Michael Walker
--------------------------------- ---------------------------------
Robert Rieder, Director Michael J. A. Walker, Director
<PAGE>
NORTRAN PHARMACEUTICALS INC.
INTERIM CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
(unaudited - prepared by management)
(expressed in Canadian Dollars)
For the Six Months ended May 31
-------------------------------
2000 1999
--------------------------------------------------------------------------------
Revenue
Interest income $ 144,378 $ 106,545
Grant and other revenue 148,994 167,119
--------------------------------------------------------------------------------
293,372 273,664
--------------------------------------------------------------------------------
Expenses
Research and development 1,776,197 1,354,760
General and administration 754,362 479,971
Amortization 295,026 330,552
--------------------------------------------------------------------------------
2,825,585 2,165,283
--------------------------------------------------------------------------------
Loss for the period 2,532,213 1,891,619
Deficit, beginning of period 16,314,589 11,863,269
--------------------------------------------------------------------------------
Deficit, end of period $18,846,802 $13,754,888
================================================================================
Basic Loss per common share $ 0.07 $ 0.07
================================================================================
Weighted average number of common shares 34,922,609 27,939,966
================================================================================
<PAGE>
NORTRAN PHARMACEUTICALS INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited - prepared by management)
(expressed in Canadian Dollars)
For the Six Months ended May 31
-------------------------------
2000 1999
--------------------------------------------------------------------------------
Operating Activities
Loss for the period $(2,532,213) $(1,891,619)
Add items not affecting cash
Amortization 295,026 330,552
--------------------------------------------------------------------------------
(2,237,187) (1,561,067)
--------------------------------------------------------------------------------
Changes in non-cash working capital components
Other receivable and prepaid expenses (170,978) (71,680)
Accounts payable and accrued liabilities (43,684) (87,843)
--------------------------------------------------------------------------------
Cash used in operating activities (2,451,849) (1,720,590)
--------------------------------------------------------------------------------
Financing Activities
Share capital issued, net 585,338 720,000
Special warrants issued 7,768,880 -
Deferred financing costs (312,929) -
Repayment on obligations under capital leases (31,435) (33,613)
Repayment on long-term debt (33,493) (30,086)
--------------------------------------------------------------------------------
Cash provided by financing activities 7,976,361 656,301
--------------------------------------------------------------------------------
Investing Activities
Purchase of capital assets (29,613) (22,195)
Technology, license and patents (166,351) (62,458)
Short-term investments (296,486) 956,902
Funds held in escrow (7,768,880) -
--------------------------------------------------------------------------------
Cash provided by (used in) investing activities (8,261,329) 872,249
--------------------------------------------------------------------------------
Decrease in cash during the period (2,736,819) (192,040)
Cash and cash equivalents, beginning of period 4,209,003 4,119,564
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,472,184 $ 3,927,524
================================================================================
<PAGE>
FORM 20
This is the form required under section 139 of the Securities Rules and, if
applicable, by an order issued under section 76 of the Securities Act.
FORM 20
Securities Act
Report of Exempt Distribution
(Please refer to the instructions before completing the information below)
Report of a distribution of a security under section 74(2)(1) to (5), (8) to
(10), (11)(i), (14), (16)(i), (18), (19) or (23) to (26) of the Securities Act,
R.S.B.C. 1996, c.418, or section 128(a), (b), (c) or (e) to (h) of the
Securities Rules, R.B.C. Reg. 194/97 or, if applicable, by an order issued under
section 76 of the Securities Act.
1. Name, address and telephone number of the issuer of the security distributed.
Nortran Pharmaceuticals Inc.
-----------------------------------------------------------------------------
Name of issuer
3650 Wesbrook Mall, Vancouver, British Columbia, V6S 2L2
-----------------------------------------------------------------------------
Address
604) 222-5577
-----------------------------------------------------------------------------
Telephone Number
2. State whether the issuer is or is not an exchange issuer (ie. listed on the
Vancouver Stock Exchange, but is not listed or quoted on any other stock
exchange or trading or quotation system in Canada).
The Company is an exchange issuer.
-----------------------------------------------------------------------------
3. Describe the type of security and the aggregate number distributed.
Options to purchase an aggregate of 517,500 common shares at an exercise
price of $1.27 per share exercisable on or before May 24, 2006.
-----------------------------------------------------------------------------
4. Date of the distribution(s) of the security.
May 25, 2000.
-----------------------------------------------------------------------------
NP1500.245
<PAGE>
Page 2
5. Specify the section(s) of the Act or Rules and, if applicable, the date of
the discretionary order or the blanket order number under which the
distribution(s) of the security was made.
Section 74(2)(9) of the Securities Act (British Columbia).
-----------------------------------------------------------------------------
6. If the distribution(s) of the security was made to 50 purchasers or less,
circle and complete clause (a) of this section. If the distribution(s) of the
security was made to more than 50 purchasers, circle clause (b) of this
section.
(a)
================================================================================
Section of
Total Act/Rules
Price Per Purchase and if applicable
Full Name and Number of Share Price Date of
Residential Address Securities (Canadian (Canadian Discretionary
of Purchaser Purchased $) $) Order or Blanket
================================================================================
Gregory N. Beatch 65,000 $1.27 $82,550 74(2)(9)
3393 West 27th Avenue if exercised
Vancouver, BC V6S 1P5
--------------------------------------------------------------------------------
Mark Buss 5,000 $1.27 $6,350 74(2)(9)
6055 Vine Street, Apt. 105 if exercised
Vancouver, BC V6M 4A3
--------------------------------------------------------------------------------
Lewis Choi 17,500 $1.27 $22,225 74(2)(9)
2986 Coventry Plance if exercised
Burnaby, BC V5A 3P8
--------------------------------------------------------------------------------
Lilian Clohs 20,000 $1.27 $25,400 74(2)(9)
4660 West 10th Avenue, if exercised
Unit 101
Vancouver, BC V6R 2J6
--------------------------------------------------------------------------------
Ying Dong 7,500 $1.27 $9,525 74(2)(9)
5904 Tyne Street if exercised
Vancouver, BC V5R 4L6
--------------------------------------------------------------------------------
Desiree Ferdinandi 5,000 $1.27 $6,350 74(2)(9)
3779 West Broadway if exercised
Vancouver, BC V6R 2B9
--------------------------------------------------------------------------------
Sheila Grant 30,000 $1.27 $38,100 74(2)(9)
5229 Elgin Street if exercised
Vancouver, BC V5W 3J9
--------------------------------------------------------------------------------
Sara L. Harrison 5,000 $1.27 $6,350 74(2)(9)
8300 St. Albans Road if exercised
Richmond, BC V6Y 2K9
--------------------------------------------------------------------------------
Grace Jung 25,000 $1.27 $31,750 74(2)(9)
#808 - 55 - 10th Street if exercised
New Westminster, BC V3M 6R5
--------------------------------------------------------------------------------
Yuzhong (John) Liu 7,500 $1.27 $9,525 74(2)(9)
3366 West 19th Avenue if exercised
Vancouver, BC V6S 1C2
--------------------------------------------------------------------------------
Leah Monds Lynn 5,000 $1.27 $6,350 74(2)(9)
#102 - 4768 - 53rd Street if exercised
Delta, BC V4K 5B2
================================================================================
NP1500.245
<PAGE>
Page 3
================================================================================
Section of
Total Act/Rules
Price Per Purchase and if applicable
Full Name and Number of Share Price Date of
Residential Address Securities (Canadian (Canadian Discretionary
of Purchaser Purchased $) $) Order or Blanket
================================================================================
Salome Mbofana 5,000 $1.27 $6,350 74(2)(9)
3347 West 7th Avenue if exercised
Vancouver, BC V6K 1L9
--------------------------------------------------------------------------------
Michael Midmer 15,000 $1.27 $19,050 74(2)(9)
309 - 2280 West 6th Avenue if exercised
Vancouver, BC V6K 1V8
--------------------------------------------------------------------------------
Sue Milne 10,000 $1.27 $12,700 74(2)(9)
1098 West 24th Street (Bsmt) if exercised
North Vancouver, BC V7P 2H9
--------------------------------------------------------------------------------
Bertrand Plouvier 25,000 $1.27 $31,750 74(2)(9)
218 - 3760 West 10th Avenue if exercised
Vancouver, BC V6R 2G4
--------------------------------------------------------------------------------
Robert W. Rieder 200,000 $1.27 $254,000 74(2)(9)
#407 - 1477 Fountain Way if exercised
Vancouver, BC V6H 3W9
--------------------------------------------------------------------------------
Tao Sheng 7,500 $1.27 $9,525 74(2)(9)
728 Regan Avenue if exercised
Coquitlam, BC V3J 3A6
--------------------------------------------------------------------------------
Wei Qun Wang 7,500 $1.27 $9,525 74(2)(9)
4529 West 5th Avenue if exercised
Vancouver, BC V6R 1S6
--------------------------------------------------------------------------------
Judy Wong 5,000 $1.27 $6,350 74(2)(9)
7175 Main Street if exercised
Vancouver, BC V5X 3J1
--------------------------------------------------------------------------------
Christina Yip 22,500 $1.27 $28,575 74(2)(9)
#38 - 7501 Cumberland Street if exercised
Burnaby, BC V3N 4Y6
--------------------------------------------------------------------------------
Xue Zhang 7,500 $1.27 $9,525 74(2)(9)
Apt. #410 - 2875 Osoyoos Crescent if exercised
Vancouver, BC V6T 2G3
--------------------------------------------------------------------------------
Jeff Zhu 10,000 $1.27 $12,700 74(2)(9)
3205 West 41st Avenue if exercised
Vancouver, BC V6N 3E2
--------------------------------------------------------------------------------
Alexander Zolotoy 10,000 $1.27 $12,700 74(2)(9)
#121 - 8651 Westminster Highway if exercised
Richmond, BC V6X 3G2
================================================================================
(b) The Issuer has prepared and certified a list of purchasers comprising
the same information required by clause (a) of this section and a
certified true copy of the list will be provided to the Commission upon
request.
Not applicable.
7. State the total dollar value (Canadian $) of the securities distributed by
by the issuer to purchasers resident in British Columbia in respect of which
this report is filed.
N/A.
-----------------------------------------------------------------------------
NP1500.245
<PAGE>
Page 4
8. State the name and address of any person acting as agent in connection with
the distribution(s) of the security, the compensation paid or to be paid to
the agent and the name(s) of the purchaser(s) in respect of which the
compensation was paid or is to be paid.
================================================================================
Compensation Paid
(number and type of
Name and Address security and/or cash Price per share Name of
of Agent amount (Canadian $)) (Canadian $) Purchaser
================================================================================
N/A
================================================================================
9. If the distribution of the security was made under section 128(a) of the
Rules, state the number of different purchasers who acquired any securities
of the issuer under that section during the 12 month period preceding the
distribution of this security.
N/A.
-----------------------------------------------------------------------------
10. If the distribution of the security was made under section 128(h) of the
Rules, state
(a) the number of different purchasers who acquired any securities of the
issuer under that section during the 12 month period preceding the
distribution of this security, and
N/A.
------------------------------------------------------------------------
(b) the total dollar value (Canadian $) of all securities of the issuer
distributed under that section (including the distribution of this
security), during the 12 month period preceding the distribution of this
security.
N/A.
------------------------------------------------------------------------
The undersigned hereby certifies that the statements made in this report are
true and correct.
DATED at Vancouver, British Columbia, this day of June, 2000.
----
Nortran Pharmaceuticals Inc.
---------------------------------------
Name of Issuer (please print)
---------------------------------------
Signature of authorized signatory
Robert W. Rieder, President
---------------------------------------
Name and office of authorized signatory
(please print)
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A RECORD REQUIRED TO BE
FILED OR PROVIDED UNDER THE SECURITIES ACT OR SECURITIES RULES THAT, AT THE
NP1500.245
<PAGE>
Page 5
TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A
MISREPRESENTATION.
INSTRUCTIONS:
1. If the space provided for any answer is insufficient, additional sheets may
be used. Each sheet must be cross referenced to the relevant section of the
report and signed by the person who signs the report.
2. In answer to question 3, provide a full description of the security,
including any underlying securities into which the security is convertible or
exchangeable and, if applicable, state the expiry date of the security.
3. In answer to question 8, compensation includes discounts, commissions or
other fees or payments of a similar nature directly related to the
distribution of the security but does not include payments for services
incidental to the distribution of the security such as clerical, printing,
legal or accounting services. If compensation is to be paid to the agent by
way of a distribution of securities of the issuer under an exemption on a
later date, the issuer may be required to file a separate Form 20 together
with the applicable filing fee.
4. If the distribution of the security is made to a purchaser under section
128(a), (b), (c) or (h) of the Rules, or to a purchaser that is an individual
under section 74(2)(4) of the Act, in respect of which this report is filed,
the issuer must obtain from the purchaser, before an agreement of purchase
and sale is entered into, an acknowledgment of the purchaser in the required
form as required by section 135 of the Rules and retain the acknowledgment
for a period of 6 years. The required form is Form 20A(IP) for an individual
purchaser and Form 20A (NIP) for a non-individual purchaser.
5. Where an offering memorandum is required to be delivered in connection with a
distribution of the security under section 74(2)(4) of the Act, or section
128(a), (b) or (c) of the Rules, or is delivered in connection with a
distribution of the security under section 128(h) of the Rules, a copy of the
offering memorandum must be filed with the Commission on or before the 10th
day after the distribution of the security.
6. The report must be filed with the Commission on or before the 10th day after
the distribution of the security.
7. File one originally signed report with the completed Fee Checklist and the
required fee. In order to determine the fee payable, consult item 26 of
section 22 of the Securities Regulation, R.B.C. Reg. 196/97. Cheques should
be made payable to the "British Columbia Securities Commission".
NP1500.245
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
NORTRAN PHARMACEUTICALS INC.
(REGISTRANT)
Date: August 15, 2000
/s/ Sheila Grant
-------------------------
Sheila Grant
Secretary
<PAGE>
