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ICHOR Corporation
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17 Dame Street, Dublin 2 Ireland
For Immediate Release
Company Contact: Eric Turcotte (604) 687-1124
ICHOR CORPORATION ANNOUNCES SHARE EXCHANGE
AGREEMENT WITH HIPPOCAMPE S.A.
DUBLIN, Ireland, December 14, 2000 - ICHOR Corporation (OTC BB: ICHR.OB)
announces that it has entered into Share Exchange Agreements to, directly
and indirectly, acquire in excess of 94% of the outstanding shares of
Hippocampe S.A. of Lyon, France in consideration of an aggregate of
approximately 33,558,320 common shares and securities convertible into
common shares of ICHOR (the "Transaction").
Concurrent with the closing of the Transaction, all of the currently
outstanding shares of preferred stock of ICHOR will be redeemed or
converted into shares of common stock of ICHOR. ICHOR anticipates that
approximately 3,247,060 shares of ICHOR common stock will be issued on
such redemption. After giving effect to the Transaction and the preferred
stock redemption, the shareholders of Hippocampe will own approximately
80% of the fully diluted issued and outstanding common shares of common
stock of ICHOR.
The Transaction is subject to certain conditions customary for
transactions of this nature including, among other things, ICHOR receiving
shareholder approval to increase its authorized share capital to a level
necessary to complete the Transaction.
Hippocampe S.A. is a biotechnology company founded in 1990 by an
experienced biologist, Dr. Pierre-Francois Serres. A French national
holding several degrees in biology and one in management, Dr. Serres began
his career as professor at the Medical faculty of the University of Lyon.
From 1975 and prior to starting Hippocampe, he held various teaching and
research positions at prestigious French universities and biomedical
institutes, amongst them the well-known Institut Pasteur in Lyon.
Hippocampe is devoted to fundamental and applied research in the area of
human and veterinary biology and medicine, with a particular emphasis on
the humanitarian aspects i.e., retroviral pathogenesis, such as AIDS,
oncogenesis, transplantation.
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Hippocampe's current objectives are to develop vaccine and therapeutic
molecules and specific therapies for certain retroviral diseases or
diseases with a viral autoimmune content. The first targeted products and
applications concern AIDS.
Hippocampe believes to have made a major discovery with a new and precise
molecular mimicry between a conserved part of GP41 in a trimeric form, a
major HIV transmembrane protein, and Interleukine 2 or IL-2, the immune
system's "conductor" protein. This major discovery explains and
demonstrates that an HIV infection triggers an immune response that turns
against the immune system itself. Hippocampe has further found that the
above mimicry exists in all four-mammal species known to be "AIDS prone"
(i.e. human, monkeys, felines and bovines). This research indicates
potential for a major link that may have significant impact in developing
an AIDS vaccine.
A portion of Dr. Serres research was recently published by the French
Academy of Sciences in a paper entitled "Molecular Mimicry Between the
Trimeric Ectodomain of the Transmembrane Protein of Immunosuppresive
Lentiviruses (HIV-SIV-FIV) and Interleukin 2". This paper was communicated
by Dr. Luc Montagnier, an internationally recognized expert in the AIDS
research field. Dr. Serres findings were presented at the Foundation
Marcel Merieux International Symposium on Autoimmunity Induced by
Infection or Immunization.
Hippocampe's policy has been to thoroughly protect its technology by
obtaining base patents followed by application patents. To date Hippocampe
has four patents.
Commenting on this event, Mr. Jin Soo Choi, President of ICHOR stated
"This Transaction, through which Hippocampe becomes a subsidiary of ICHOR,
propels ICHOR into the exciting biotech industry and more specifically,
into the viral fusion arena. Upon the closing of the Transaction, ICHOR
will undergo major changes at the Board level, in management and in its
shareholder base to better serve this new focus".
MFC Merchant Bank S.A. of Geneva, Switzerland has acted as an advisor in
this transaction.
Certain statements included herein are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995.
Management of ICHOR cautions that forward-looking statements are not
guarantees and that actual results could differ materially from those
expressed or implied in the forward-looking statements. Important factors
that could cause the actual results of operations or financial condition
of ICHOR to differ include, but are not necessarily limited to, the risks
and uncertainties discussed in documents filed by ICHOR with the
Securities and Exchange Commission.
