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Message: Re: From gv on SH

A long time to go between now and the loan due date of August 28th 2017. Here is the relevant information from the most recent MD&A concerning the loan and payback details.

BearDownAZ

Long-term Debt

In August 2012, we entered into a CAD$25 million Loan Agreement with Citibank. We received the CAD$25 million on August 30, 2012. In March 2013, we entered into the Second Loan Amendment with Citibank to increase the loan from CAD$25 million to CAD$38.8 million. We received the additional CAD$13.8 million on March 11, 2013. In July 2014, we entered into the Second Loan Amendment which provided for the existing loan granted to us by Citibank to be increased by CAD$30 million to CAD$68.8 million. We received the additional CAD$30 million on August 15, 2014. The entire loan is repayable upon maturity on August 28, 2017 and may be repaid in whole or in part after August 27, 2013 without penalty. Interest on the loan is payable annually in arrears at 4.5% per annum for the first year of the loan and thereafter at a rate equal to Canadian one-year LIBOR swap rate plus 3.14%, to be reset annually. Effective August 27, 2013, the annual interest rate was reset from 4.5% to 4.4473%, effective August 27, 2014, the annual interest rate was reset from 4.4473% to 4.4410%, and effective August 27, 2015, the annual interest rate was reset from 4.4410% to 3.7643%. Interest on the loan is payable annually in arrears. The loan is secured by an irrevocable Standby Letter of Credit of up to CAD$68.8 million in favour of Citibank arranged by Eastern which will be maintained until maturity of the loan. We are in compliance with the provisions of the Loan Agreement. In connection with the irrevocable Standby Letter of Credit, we agreed to indemnify Eastern for all liabilities, costs and expenses arising from any payments made to Citibank under the Letter of Credit and we have pledged our issued patents, including our US patent covering RVX-208, and certain tax losses and pools to Eastern as security for its obligations under the indemnity. On August 27, 2012, we issued 1,320,000 share purchase warrants (exercisable at a price of CAD$1.58 (subsequently adjusted to CAD$1.44) for a period of five years) to Eastern, and on March 8, 2013, we issued an additional 728,640 share purchase warrants (exercisable at a price of CAD$2.38 (subsequently adjusted to CAD$2.16) for a period of five years) to Eastern. On August 15, 2014, we issued 5,000,000 share purchase warrants (exercisable at a price of CAD$0.75 for a period of five years) to Eastern. We pay a guarantee fee to Eastern in the amount of 0.03% per annum on the average daily aggregate principal amount of the issued and undrawn Letter of Credit. We are in compliance with the provisions of our agreements with Citibank and Eastern.

Liquidity

We are a development stage company; our primary capital requirements relate to funding research and development activities, including preclinical and clinical trials, and for general working capital purposes. Our operations have been financed in recent years primarily through the sale of common shares or units consisting of common shares and warrants and the Citibank loan. Our primary objective when managing capital is to ensure we have sufficient funds available to carry out our research, development and commercialization programs based, in part, on continuous monitoring. As at October 31, 2015, we had $42.4 million of cash, $3.7 million of trade and other payables, $0.4 million of accrued interest and were committed to pay $2.9 million for research and development and $0.8 million of lease obligations over the following twelve months. In addition, estimated expenditures over the next twelve months under a cancellable agreement with a contract research organization conducting the BETonMACE trial total approximately $10-15 million. Should the full CAD$68.8 million loan be outstanding as at August 26, 2016, the Company is committed to pay CAD$2.7 million in interest. Our average monthly Cash Burn Rate, a non-IFRS measure as described on page 2 herein, for the six months ended October 31, 2015 was $1.4 million. Our historical Cash Burn Rate is not indicative of our future Cash Burn Rate. Based on our planned business operations for the next year which reflect the commencement of a clinical trial, we expect our Cash Burn Rate to increase substantially. We believe our cash will be sufficient to fund our contractual commitments and net working capital liability for at least the next year, and will be sufficient to fund all of our planned business operations for at least the next year. We may raise additional capital through other sources such as prospectus offerings and/or private placements. We intend to perform additional human clinical trials. Such trials and regulatory approvals will require several years to complete. As such, we may not generate operating cash inflows in the foreseeable future, and we will require additional financial resources to ensure that we have sufficient capital to fund our long-term research, development and corporate activities. Our long-term capital requirements will depend on, among other considerations, whether we commence additional clinical trials, the size of any trials, and whether the trials are funded entirely by us or, partially or entirely, by a strategic partner. We continuously investigate and assess financing alternatives and expect to be able to raise additional capital to fund our capital requirements. However, there is no assurance that initiatives to raise additional capital will be successful. If we are unable to raise additional capital, we may need to defer or discontinue some or all of our research and development activities. During the six months ended October 31, 2015, all of our treasury funds were invested in high interest deposit accounts.

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