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ProMetic Life Sciences Inc.

pli · TSX Healthcare
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FY2012 Annual Report · ProMetic Life Sciences Inc.
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ANNUAL REPORT 2012

www.prometic.com

We believe

in our values and vision

We believe

in our values and vision

We  have

+14

applications and products  
utilizing prometic’s  
technologies already approved

+28

applications in development 
nearing scale-up and  
product approval stages

Our Intellectual property patent portfolio  
comprises 192 issued patents, 36 of which were 
granted in 2012 and 155 pending applications 
that are covered in more than 50 countries

2012 EXECUTIVE SUMMARY

2012 was a fruitful year for ProMetic on many different 
fronts:  It was a year in which the Corporation successfully 
continued to put in place the necessary conditions to achieve 
the next stage of its growth. The Corporation has, as planned, 
significantly improved its overall financial performance 
delivering in excess of its projected $21 million of revenues 
on its base case.  This, combined with the strategic equity 
investment made by Shenzhen Hepalink Pharmaceutical Co., 
Ltd. (“Hepalink”), has had the direct result of improving its 
key financial metrics and has provided funds for projects that 
will support future growth.

A growing number of transactions and strategic partnerships 
were secured impacting directly on the 2012 results and more 
importantly laying the foundation for sustainable growth into 
the future. The commercial opportunities being sought by 
the business development team continued to be focused on 
those which will provide a long-term annuity revenue stream 
to the business. The Corporation has seen its technologies 
play an important role in allowing several of its clients’ product 

development programs to confidently move forward in 2012. 
In addition, ProMetic continued to add to its solid pipeline of 
business through new strategic partnerships as a result of the 
numerous commercial advantages provided by its state of the 
art enabling technologies.      

In 2013 and beyond, management will continue to focus on 
growing shareholder value by seeking further collaborations 
and strategic alliances that are synergistic to ProMetic’s 
core competencies, and that leverage the value of its 
technology platforms both immediately and over the long 
term. Management is confident that the difficult liquidity 
situation faced in the recent past will continue to improve in 
the coming months, through improved trading conditions 
and as a result of strategic initiatives such as bringing the 
Laval Plasma purification plant ProMetic BioProduction inc., 
on-stream.  Naturally, the Company will also continue to 
simultaneously monitor and control its cost structure as much 
as possible. 

REVENUES

EBITDA

25

20

15

10

5

0

2012

2011

2010

2009

2008

2007

2006

The improving trend in financial performance, observed over recent years, 
continued in 2012 as the Corporation delivered the best annual financial 
performance in its history. 

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-  Revenues increased by 32% to $23.3 million compared to 2011

-  EBITDA * in 2012 ended up at $2.5 million compared to ($0.5) in 2011

* EBITDA is a non-GAAP measure, employed by the Company to monitor its 
performance Therefore it is unlikely to be comparable to similar measures 
presented by other companies.  The Company calculates its EBITDA by subtracting 
from revenues, its cost of goods sold, its research and development expenses 
rechargeable and non-rechargeable as well as its administration and marketing 
expenses and excluding amortization of capital assets and licenses and patents.

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-5

-10

-15

2012

2011

2010

2009

2008

2007

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TABLE OF CONTENT

Significant Events 

Message to Shareholders 

Proteins and Therapeutics 

MD&A 

Financial Statements 

Management Team and 
Board of Directors 

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6

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Corporate Information  Back Cover

 
 
 
WHO WE ARE
ProMetic Life Sciences Inc is a long- 
established, biopharmaceutical company 
with globally recognised expertise in 
bioseparations, plasma-derived therapeutics 
and small-molecule drug development.  
Headquartered in Montreal, Canada and 
listed on the Toronto Stock Exchange 
(TSX symbol PLI), ProMetic’s mission is  
to bring safer, cost-effective and more 
patient-friendly products to market.

We offer our state of the art technologies 
for large-scale drug purification, drug  
development, and the elimination of 
pathogens to a growing base of industry 
leaders and use our own affinity technology 
that provides for highly efficient extraction 
and purification of therapeutic proteins 
from human plasma in order to develop 
best-in-class therapeutics. We are also 
developing our own novel small-molecule 
therapeutics products targeting unmet 
medical needs in the fields of fibrosis, 
haematology and oncology.   

WHAT WE DO:
ProMetic’s business is organized and 
based upon 2 distinct business segments: 
protein technologies (bioseparation, 
plasma-derived biotherapeutics) and small 
molecule therapeutics.

BIOSEPARATION:
Bioseparation has been a fast growing and 
profitable business segment for ProMetic 
since 2007. Our UK (Isle of Man and 
Cambridge) based subsidiary, ProMetic 
BioSciences Ltd (“PBL”), is responsible for 
the development and commercialization of 
our core bioseparations technologies and 
products. Through this subsidiary, we offer 
the following:

- Development of unique and proprietary 
affinity adsorbents and bioprocesses 
based on our Mimetic LigandTM 
purification platform.

- Licensing of technologies to 
biopharmaceutical companies

- Sale of unique and proprietary 
affinity adsorbents (affinity resins) to 
biopharmaceutical companies

- Supply of necessary proprietary affinity 
adsorbents (affinity resins) used in 
our own manufacturing processes, 
ProMetic’s Plasma Protein Purification 
System (“PPPS™”). PPPSTM is a 
multi-product sequential purification 
process that provides for highly 
efficient extraction and purification 
of therapeutic proteins from human 
plasma in order to develop best-in-class 
therapeutics. 

Our proprietary affinity adsorbents 
and Mimetic Ligand™ purification 
platform are used by numerous medical, 
pharmaceutical and biopharmaceutical 
companies worldwide. The vast selection of 
our ligand libraries’ allows for the selection 
of almost any target protein. 

Our bioseparation technologies enable 
the capture of multiple targeted proteins 
directly from various source products, and 
provide for a highly efficient and cost-
effective separation process from other 
proteins and impurities delivering high 
yields of purified product. As a result, 
manufacturing clients using ProMetic’s 
bioseparations technologies experience 
significant reductions in their cost of goods 
and costs associated to drug purification. 

PLASMA-DERIVED BIOTHERAPEUTICS
Our U.S.-based subsidiary, ProMetic 
BioTherapeutics Inc. (“PBT”)  is 
responsible for the development and 
commercialization of the manufacturing 
processes based on PBL’s affinity 
technology that provides for highly 
efficient extraction and purification 
of therapeutic proteins from human 
plasma in order to develop best-in-class 
therapeutics. ProMetic’s PPPSTM multi-
product sequential purification process, 
originally developed in collaboration with 
the American Red Cross (“ARC”), employs 
powerful affinity separation materials in a 
multi-step process to extract and purify 

commercially important plasma proteins in 
high yields. It allows for the targeting and 
removal of multiple high-value proteins from 
a single plasma sample at unprecedented 
activity levels using ProMetic’s Mimetic™ 
Ligand adsorbent technology.  

This proprietary process also provides for 
the recovery of new biotherapeutics as they 
are discovered and identified. The effect 
of this process is to reduce the significant 
losses incurred when using the more 
conventional Cohn precipitation process.

The strategy in relation to PBT is 
to establish key relationships with 
biopharmaceutical companies to  
co-develop plasma derived therapeutics 
relying on PBT’s proven high yield 
manufacturing process. Typically through 
these partnerships, the therapeutics 
developed are chosen to address unmet 
medical needs or target very large and 
established markets but with a significant 
safety and cost leadership advantage. 

To this effect, ProMetic created a new 
subsidiary, ProMetic BioProduction Inc. 
(“PBP”) formerly known as “NewCo”, 
located in Laval, Quebec for the develop-
ment and manufacturing of high-value 
plasma-derived therapeutics biosimilars for 
its current and future clients.

SMALL MOLECULE THERAPEUTICS
ProMetic BioSciences Inc. (“PBI”) is a 
small-molecule drug discovery business, 
with a strong pipeline of products. PBI 
scientists are focused in developing orally 
active drugs that can emulate the activity 
of proven therapeutics, and provide 
competitive advantages including improved 
pharmaco-economics and safety profile. 
Typically, these first-in-class therapeutics 
are orally active, with efficacy and high 
safety profiles confirmed in several in vivo 
experiments and enjoy strong proprietary 
positions. The unmet medical applications 
targeted are fibrosis, inflammation, 
autoimmune diseases, oncology and 
hematopoietic disorders.

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SIGNIFICANT EVENTS

JANUARY
On January 26, 2012, ProMetic 
received a $2.5 million purchase 
order under its ongoing supply 
agreement with Octapharma, 
a leading, Swiss based, 
independent global plasma 
fractionation  company that 
specializes in human proteins. 

This order related to the 
purchase of PrioClear™, a 
proprietary prion capture resin 
incorporated into Octapharma’s 
manufacturing process for 
its solvent/detergent treated 
plasma product, Octaplas LG®. 
Octaplas LG® is approved for 
marketing in several European 
countries and the USA

FEBRUARY
On February 17, 2012, ProMetic 
completed its renegotiation of 
its long term debt by restructur-
ing the repayment of $4 million 
worth of secured loans previously 
provided by some of its long term 
stakeholders and improved its 
short term liquidity by securing 
an additional $1 million equity 
investment in ProMetic from one 
of the Stakeholders. 

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MAY
On May 3, 2012, ProMetic 
announced the publication  
of the final results of the  
Prion-filtered vs. standard  
Red cells in Surgical and  
Multi-transfused patients 
(“PRISM”) study by the UK 
Advisory Board for the Safety 
of Blood Tissues and Organs 
(“SaBTO”). 

The final conclusions of the 
study were that following 
administration of P-Capt® 
filtered red cells to patients:

None of the antibodies found in 
study patients were attributable 
to use of the filter;

There was no significant 
difference in the number of 
definite and probable adverse 
events in patients receiving 
P-Capt® filtered red cells and 
controls patients who received 
standard red cells;

The use of the P-Capt® filter does 
not reduce the overall safety of 
transfusion (i.e. the filter is safe 
to use);

If implemented, the use of 
P-Capt® filters would require 
post-marketing surveillance 
to assess continued safety in 
large populations of transfused 
patients. 

On May 7, 2012, ProMetic 
signed definitive agreements 
with Hematech BioTherapeutics 
Inc. (“HBI”) for the co-
development and co-exclusive 
commercialization, on a 
world-wide basis (excluding 
China), of a plasma-derived 
biopharmaceutical product 
targeting a rare medical 
condition (“Orphan Drug”) and 
for a strategic manufacturing 
alliance.  

ProMetic may receive $10 million 
of milestone payments from HBI 
which will fund the Orphan 
Drug’s development program 
up to regulatory approval. 
Following the completion of 
clinical trials and regulatory 
approval, the Orphan Drug will 
be commercialized jointly by 
ProMetic and HBI on a global 
basis (excluding China), with 
both parties sharing profits 
equally. The Orphan Drug will 
be manufactured by ProMetic 
in its Laval facility and in HBI’s 
planned facility in Taiwan. 

The deal includes a strategic 
alliance providing HBI rights to 
ProMetic’s proprietary PPPS™ 
to manufacture plasma-derived 
biopharmaceuticals in a 
Taiwanese facility to be built and 
operated by HBI. 

MARCH
On March 6, 2012, ProMetic 
signed an agreement with an 
existing client to proceed to 
the next stage of an ongoing 
commercial development 
program. This phase of the 
commercial development 
program called for activities 
that provided ProMetic with an 
estimated $2.5 million of service 
revenues throughout 2012. An 
upfront payment of $0.8 million 
was also triggered on the signing 
of the agreement.

APRIL
On April 24, 2012, ProMetic 
secured a $1.4 million agreement 
with a European biotechnology 
manufacturing company. Under 
this agreement, ProMetic will 
develop an affinity resin product 
and its related manufacturing 
process providing its client, 
a leader in its field, with a 
biosimilar product thereby 
enhancing the client’s ability 
to increase its share of a well-
established and lucrative market. 

On April 25, 2012, ProMetic 
received a $1.9 million follow-on 
purchase order pursuant to 
an existing long-term supply 
agreement entered into with a 
US based biopharmaceutical 
company for the manufacturing 
of an established bio pharma-
ceutical product. This  
$1.9 million purchase order 
related to the supply of a 
proprietary affinity adsorbent 
developed and manufactured 
by ProMetic’s UK subsidiary, 
ProMetic Biosciences Ltd.

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OCTOBER
On October 16, 2012, ProMetic 
announced two strategic 
agreements with Shenzhen 
Hepalink Pharmaceutical 
Co., LTD, (“Hepalink”). A 
commercial agreement that 
relates to a research and 
development project based on 
ProMetic’s proprietary protein 
technologies and which includes 
$11 million in licensing fees 
and milestone payments to 
ProMetic, of which $2 million 
was paid up front. ProMetic may 
receive remaining milestones for 
product development activities 
to be performed on behalf of 
Hepalink.

The strategic investment, which 
is in addition to the commercial 
agreement, consists of a  
$9.8 million equity investment 
in ProMetic at a share price of 
$0.204 per share (or 63% over 
the October 15, 2012 closing 
share price). This investment is 
enabling the execution of various 
strategic initiatives, including the 
operational launch of ProMetic’s 
GMP plasma facility, located in 
Laval, Quebec and dedicated to 
the manufacturing of plasma 
derived products. ProMetic’s 
clients and partners such as 
NantPharma LLC and Hematech 
BioTherapeutics shall rely on the 
supply of cGMP bulk products 
from the Laval facility to support 
their respective clinical trials and 
commercial product launches.

NOVEMBER
On November 1, 2012, ProMetic 
presented new and positive data 
on two of its orally active anti-
fibrotic drug candidates at the 
annual Meeting of the American 
Society of Nephrology in San 
Diego, California. The new data 
demonstrates efficacy in diabetic 
kidney disease and other fibrotic 
models.

Diabetic nephropathy is 
increasing in incidence and is 
now the number one cause of 
end-stage renal disease. In a gold 
standard animal model used to 
mimic the long term detrimental 
effects of diabetes on the 
kidney and the liver, ProMetic’s 
once a day oral treatment 
with PBI-4050 demonstrated a 
significant reduction in kidney 
hyperfiltration, proteinuria 
and hepatic steatosis. These 
results suggest that PBI-4050 
could potentially be used as 
a novel therapy for diabetic 
kidney disease and liver steatosis. 
PBI-4050 has been shown to 
treat fibrosis in several different 
animal models and is now being 
prepared to enter into clinical 
development in 2013. 

DECEMBER
On December 5, 2012, ProMetic 
announced the achievement 
of the first milestone related to 
the advancement of a plasma-
derived biopharmaceutical 
product targeting a rare 
medical condition (“Orphan 
Drug”) in partnership with 
Hematech Biotherapeutics Inc. 
(“Hematech”). 

On May 15, 2012, ProMetic 
received a $4.2 million follow-on  
purchase order pursuant to 
its ongoing long-term supply 
agreement entered into with a 
major global pharmaceutical 
company in 2009. 

This $4.2 million purchase 
order relates to the purchase of 
a proprietary Mimetic Ligand™ 
affinity adsorbent developed and 
manufactured by ProMetic’s UK 
subsidiary.

JULY
On July 30, 2012, ProMetic and 
NantPharma LLC announced 
the formation of an affiliate 
biopharmaceutical company, 
NantPro BioSciences, LLC, 
 to develop and commercialize 
a plasma-derived bio-
pharmaceutical product for  
the US market. The newly 
formed US based company 
has entered into exclusive 
development, licensing and 
manufacturing agreements  
with ProMetic.

Under these agreements, 
ProMetic has granted NantPro 
BioSciences LLC rights to its 
Plasma Protein Purification 
System (“PPPS™”) and Prion 
Reduction technologies for 
the exclusive development and 
commercialization of a plasma-
derived biopharmaceutical 
product for the US market. The 
agreements provide ProMetic 
with grant back rights to the 
biopharmaceutical product for 
markets outside the US, subject 
to payment of royalties by 
ProMetic to NantPro BioSciences 
LLC arising from ProMetic sales 
outside the US. 

The $1.0 million milestone 
payment is part of an overall 
$10 million drug licensing 
and development agreement 
concluded with Hematech in 
May, 2012 

Following the completion of 
clinical trials and regulatory 
approval, the Orphan Drug will 
be commercialized jointly by 
ProMetic and Hematech on a 
global basis (excluding China), 
with both parties sharing profits 
equally. The Orphan Drug will 
be manufactured by ProMetic in 
its Laval, Quebec facility and in 
HBI’s planned facility in Taiwan. 

On December 20, 2012, 
ProMetic announced that it is 
developing a second plasma 
derived biopharmaceutical for 
NantPharma LLC. 

This development program 
emanates from ProMetic’s 
Plasma Protein Purification 
System (“PPPS™”) and 
Prion Reduction Technology. 
ProMetic is responsible for the 
development and manufacturing 
services, including the 
production in its Laval, Quebec 
facility of cGMP bulk active 
product to enable the IND filing 
and provide product required 
for bioequivalence trials. Upon 
FDA approval, ProMetic will 
exclusively manufacture and 
supply the commercial require-
ments of the cGMP bulk active 
to NantPharma LLC, who will be 
responsible for completing the 
final sterile manufacturing steps.

By the end of December 2012, 
all regulatory clearances 
were received for Hepalink’s 
investment to proceed.

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MESSAGE TO SHAREHOLDERS

WE HAVE DRAMATICALLY IMPROVED OUR 

OVERALL FINANCIAL PERFORMANCE, 

REACHING NEW HIGHS ON MANY OF OUR 

KEY FINANCIAL INDICATORS. WITH RECORD 

ANNUAL SALES EXCEEDING $23 MILLION, 

POSITIVE ANNUAL EBITDA  OF $2.5 MILLION 

AND A SIGNIFICANT IMPROVEMENT OF 

OUR BALANCE SHEET, WE ARE NOW WELL 

POSITIONED TO CONTINUE BUILDING UPON 

THESE SOLID ACHIEVEMENTS.  

2012 was also a successful year in regards to our business development initiatives and efforts. 
We have seen our technologies play an important role in allowing our clients’ product 
development programs to confidently move forward. We have secured new strategic partnerships 
in both established and emerging markets and increasing market recognition of the numerous 
commercial advantages provided by our state of the art enabling technologies.   

We had set for ourselves some ambitious corporate objectives for 2012. Amongst which were 
the broadening of our customer base both in territory and types and the establishment of 
meaningful new product development programs and strategic alliances with key industry 
players. It was also our ambition to see our continuous efforts finally starting to be reflected 
through the significant improvement of our financial performance. The results are obvious; 
we have indeed successfully improved the vast majority of our key financial indicators.   
We are pleased by our achievements but remain fully aware of the tasks lying ahead to insure 
we reach all our ambitious corporate objectives. We remain unequivocally focused on our goal 
to position the company as the global player of choice in all of its activity sectors and dedicated 
in having our state of the art technologies increasingly recognized as industry standards.   

Certain significant events especially come to mind as we review and analyze our much 
improved yearly performance. These events have played a key role in our strong 2012 
performance but more importantly, they will play a critical role in the coming years in  
insuring our future growth.

The agreement with our partner Nantpharma LLC to secure the formation of an affiliate 
biopharmaceutical company (NantPro BioSciences LLC) for the development and 
commercialization of a plasma-derived biopharmaceutical product for the US market is a 
perfect example of this. We can already see the mutual benefits of such an association as 
demonstrated in late 2012 by the addition of a second plasma-derived biopharmaceutical 
product to the product pipeline. ProMetic has already started transitioning towards 
greater value creation as evidenced by its responsibility towards product development and 
manufacturing services, including the production in its Laval facility of the cGMP bulk active 
pharmaceutical ingredient. The leveraging of our existing technologies and processes has  
finally started and we intend to relentlessly pursue similar additional opportunities in order  
to insure that our future growth ambitions are met successfully.  

Another 2012 commercial highlight demonstrating our migration towards greater value 
creation is the signature of definitive agreements with Hematech BioTherapeutics. These 
agreements target the co-development and co-commercialization on a global basis (excluding 
China) of a plasma derived biopharmaceutical enabled through our technology and targeting 
a rare medical condition (“Orphan Disease”). We have also secured with Hematech a strategic 

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alliance for the manufacturing of other 
plasma derived biopharmaceutical products 
in a Taiwanese facility to be built and 
operated by Hematech.

China National Biotech Group in China 
(“CNBG”) successfully scaled-up our 
proprietary manufacturing platform and 
process for plasma derived therapeutics.  
All the engineering and technical data 
generated along with the plant footprint and 
use of equipment can easily be transferred 
and adapted to the reality of our Laval 
facility. This represents significant off-
balance sheet investments and upcoming 
project timelines related savings from which 
our Laval facility will greatly benefit in 2013. 
This should more than compensate for the 
additional delays encountered into 2012. 

The NantPharma LLC and Hematech 
partnerships clearly validate our decision 
to invest significant monetary and human 
resources to develop our own manufacturing 
platform as well as the necessity to have our 
own plasma treatment facility. They are 
tangible examples that our manufacturing 
platform creates value for our commercial 
partners and provide undeniable competitive 
advantages.  They also reflect our ambition to 
eventually pursue ourselves the commercia-
lization of highly valuable products targeting 
rare diseases and unmet medical needs. 

Finally, a review of our 2012 achievements 
would certainly not be complete without 
the mention of the $21 million commercial 
and strategic equity investment agreements 
secured with Shenzhen Hepalink 
Pharmaceutical. On top of the $11 million 
commercial agreement, the $10 million 
equity investment made by Hepalink will not 
only facilitate the operational launch of our 
plasma facility in Laval, Quebec, it has also 
provided us with the financial means to allow 
one of our lead therapeutic compounds to 
progress towards clinical trial stages, another 
generally recognized value creation event.          

We are also quite pleased to have recognized 
early enough the need for ProMetic to 
establish a strong presence in emerging 
markets. Many years of hard work and key 
relationships development are starting to 
bear fruit. ProMetic is now extremely well 
positioned to become a dominant industry 

player in what is considered by many to be 
one of the most phenomenal growth vectors 
for many years to come. We anticipate 
our partnerships with some of the most 
recognized emerging markets industry 
leaders (such as China National Biotech 
Group) to play a key role in our market 
expansion strategies.           

2012 has proven to be the year in which the 
necessary and pivotal agreements to allow 
for future growth came to life. 2013 is now 
the year in which we intend to continue 
building upon and definitely a year in which 
operational execution will be of crucial 
importance. As such, we intend to make the 
following our key priorities for 2013:  

It is also worth noting that all these 
agreements and the ones to come represent 
significant recurring revenue streams in the 
making. They will play a critical role in the 
future enabling and execution of strategic 
initiatives tied to our growth and financial 
performance objectives. 

While the progression of the Protein 
Technologies business drew most attention 
in 2012, our small molecule therapeutics 
finalized the necessary steps required to  
take one of its lead drug candidates in  
a state of readiness to enter the clinics.   
PBI-1402 program has been further 
advanced, the chemical synthesis of  
PBI-4050 further optimized and scaled up, 
and several tests confirming the safety  
profile of these drugs completed.

The quality of our R&D program and 
performance of our lead drug candidates 
to date has drawn the interest of leading 
medical experts who are in turn very involved 
to define the respective clinical programs 
that would be required to secure regulatory 
approval for the targeted indications.  While 
some unmet medical indications may 
represent the highest value on a long term 
basis, the development strategy pursued may 
initially target smaller niche indications as 
point of commercial entry before expanding 
to even more lucrative medical uses.

In addition to Protein Technologies’ 
expected growth in 2013, we anticipate that 
our proprietary drug candidates will also 
contribute significantly to the value creation 
this year and beyond.

A  BUSINESS DEVELOPMENT: 

-   Broadening of client base 
-   Leveraging of existing relationships to  
  secure new business opportunities with  
  existing clients 
-   Increasing recognition of technological  
  advantages by the industry

B  REVENUES AND FINANCIAL METRICS

-  Continuing revenue growth
-  Continuing improvement of liquidity  
  and financial position 
-  Continuing improvement in all key  
  financial indicators

C  OPERATIONAL EXECUTION

-   Operational launch of ProMetic’s plasma  
  purification facility in Laval, Quebec
-  Meeting various development milestones

D  THERAPEUTICS

-  Lead compounds advancing to clinical  
  trial stages
-  Closing of licensing agreements
-  Secure orphan drug designation and  
  filing of first INDs 

We wholeheartedly wish to thank all our 
employees and collaborators for their 
dedication, hard work and cooperation, our 
Board of Directors for the valuable guidance 
provided as well as all our shareholders and 
stakeholders for their ongoing support and 
loyalty. We look forward to updating you on 
our ongoing progress and achievements as we 
keep building a stronger Company. 

Best regards,

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Pierre Laurin
President and Chief Executive Officer

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We  operate

in a fast growing and lucrative plasma  
derived products market worth in excess of 

$12 billion

per year”

The Sartobind® Jumbo 
is a 5 liter membrane 
chromatography 
device for large scale 
capturing and impurity 
removal at high  
flow rates.

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PROMETIC’S BUSINESS IS ORGANIZED AND BASED UPON 2 DISTINCT BUSINESS SEGMENTS. 

PROMETIC’S STRATEGY IN RELATION TO ITS PROTEIN TECHNOLOGIES BUSINESS SEGMENT HAS 

BEEN WELL DEFINED BY MANAGEMENT; APPLYING PROMETIC’S PROPRIETARY TECHNOLOGIES 

TO NEW AND EXISTING MARKETS FOR LARGE-SCALE DRUG PURIFICATION, DRUG DEVELOPMENT, 

PROTEOMICS (THE STUDY OF PROTEINS) AND THE ELIMINATION OF PATHOGENS. 

and products currently under development 
and more than 14 applications and products 
already approved utilizing ProMetic’s 
technologies, PBL’s growing stream of 
recurring revenues is expected to achieve 
critical mass status and play an important 
role in the overall growth and profitability 
objectives of the Corporation in the  
coming years.  

As an example of the commercial potential 
of the technology, one of ProMetic’s many 
clients placed a $4.2 million purchase order 
again in May 2012 relating to the purchase 
of a proprietary Mimetic Ligand™ affinity 
adsorbent developed and manufactured 
by ProMetic’s UK subsidiary. It is worth 
noting that this client has not yet received 
regulatory approval for its product currently 
being developed and that the anticipated 
order quantities are expected to significantly 
increase once the product reaches regulatory 
approval and commercialization stages. 
This principle holds true in general for the 
vast majority of projects in which ProMetic’s 
technology is involved.  

Another example of a commercialized 
proprietary affinity resin is PrioClearTM.   
The PrioClear™ range of prion binding 
affinity resins was developed through 
Pathogen Reduction and Diagnostic 
Technologies, Inc. (“PRDT”), initiated as a 
collaborative venture with the American Red 
Cross and now majority owned by ProMetic 
BioSciences Ltd (PBL). PRDT has applied 
its proven affinity technologies to the design 
and development of a panel of affinity 
adsorbents that enable the highly effective 
capture of prion from a range of biological 
materials. The PrioClear™ resins are used 
commercially to increase the safety of blood 
and blood-derived products.

A-  BIOSEPARATION
THE TECHNOLOGY
Our bioseparation technologies are used in a 
variety of applications for the production and 
purification of biopharmaceuticals, for the 
capture and removal of biocontaminants or 
to extract and recover valuable proteins from 
various sources. This is a process commonly 
known as “affinity chromatography”. This 
process is mainly used for the separation 
and isolation of proteins. The technique 
relies upon the ability of proteins to 
recognize and bind to target biomolecules 
(ligands) in a specific and reversible manner. 
Affinity chromatography uses an adsorbent 
comprised of a porous support matrix to 
which the ligand is attached. An affinity 
separation is then performed by passing 
the protein solution over the adsorbent, 
incorporating the ligand, so that the 
target protein is adsorbed while allowing 
contaminants (other proteins, lipids, 
carbohydrates, DNA, pigments, etc.) to pass 
through without hindrance. The adsorbent is 
normally contained within a chromatography 
column. Following adsorption, the adsorbent 
is washed with buffer to remove residual 
contaminants and then the bound protein  
is eluted in pure form. 

COMMERCIAL APPLICATIONS
Our proprietary affinity adsorbents are 
manufactured in our UK based subsidiary 
(Isle of Man), ProMetic BioSciences Ltd 
(“PBL”). They are sold to and used by some 
of the most reputable biopharmaceutical 
companies in the world in their respective 
drugs manufacturing processes. Through 
years of research and development, PBL has 
built an extensive ligand library and now 
offers ligands targeting a vast selection of 
proteins. PBL has experienced continued 
revenue growth and profitability since 2007. 
In 2012, PBL contributed to the growth and 
increased profitability of the Corporation 
by shipping products for more than $11.5 
million compared to $5.2 million in 2011. 
With more than 28 commercial applications 

ProMetic is already seeing the commercial 
benefits of selling PrioClearTM. ProMetic 
received a $2.5 million purchase order 
under its ongoing supply agreement with 
Octapharma, a leading, Swiss based, 
independent global plasma fractionation 
company that specializes in human 
proteins. In this application, PrioClear™ 
is incorporated into Octapharma’s 
manufacturing process for its solvent/
detergent treated plasma product, 
Octaplas LG®. Octaplas LG® is approved for 
marketing in several European countries and 
the USA and ProMetic’s sales to OctaPharma 
are expected to increase on a yearly basis.

As demonstrated in the graphic below, 
revenues from PBL  augments year over year 
and should continue to do so as ProMetic’s 
clients receive regulatory approval and move 
into commercial production and supply. 

Million $

25

20

15

10

5

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2008

2007

2006

2012

2011

2009

2010

Year over year growth of sales

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B-  PLASMA PROTEIN PURIFICATION SYSTEM  

(PPPSTM)
THE TECHNOLOGY
ProMetic exploits a proprietary platform 
derived from the use of PBL’s affinity 
technology. ProMetic’s US based subsidiary, 
ProMetic BioTherapeutics Inc., is responsible 
for the development and commercialization 
of the plasma purification process 
designated as Plasma Protein Purification 
System (PPPSTM). PPPSTM is a multi product 
sequential purification process originally 
developed in collaboration with the 
American Red Cross. It employs powerful 
affinity separation materials in a multi-step 
process to extract and purify commercially 
valuable plasma proteins in high yields. It 
allows for a highly efficient extraction and 
purification of therapeutic proteins from 
human plasma in order to develop best in 
class biotherapeutic products. 

recoveries. Due to the process, some of the 
rarest and most valuable proteins can be 
accessed, at unprecedented activity levels. 
This gentle purification process significantly 
reduces the protein losses incurred as 
compared to the more conventional Cohn 
precipitation method and ultimately leads 
to lower costs of goods sold, a definitive 
competitive advantage in costs sensitive 
markets.compared to the more conventional 
Cohn precipitation method and ultimately 
leads to lower costs of goods sold, a definitive 
competitive advantage in costs sensitive 
markets.

COMMERCIAL APPLICATIONS
2012 has proven to be a strong year 
for the advancement of ProMetic’s 
proprietary PPPS™ technology both in 
terms of development and partnering / 
commercialization point of views. 

ProMetic’s PPPSTM technology provides for 
enhanced yield, safety and purity of blood 
plasma derived products compared to 
industry standards. Each protein is removed 
from the plasma by a proprietary process 
which includes specific Mimetic Ligand 
adsorbents and subsequently purified in a 
side stream. The removal sequence has been 
optimized to give exceptionally high protein 

A- PPPSTM:  

Enabling of third party manufacturing 
processes:

  Following the successful expansion and 
strengthening in 2011 of the China 
National Biotech Group (“CNBG”) 
partnership, the PPPS™ technology 
has been successfully scaled up. The 
Corporation anticipates the regulatory 

PLASMA

Medical Uses

Current Market
Size

Yield advantage 
PPPS vs. Industry Avg

Coagulating Factors

Hemophilia

~$ 2 Billion

Plasminogen

Congenital deficiency

Not commercially 
available

~+ 50 %

~+ 75 %

Fibrinogen

“Biologic glue” /
Fibrin sealant

~$ 1 Billion

~+ 120 %

Immunoglobulins

Immunodeficiencies
Autoimmune diseases

>$ 6 Billion

~+ 40 %

Albumin

Hypovolumic shock

 $ 1.5 Billion

~

Alpha-1 Antitrypsin

Emphesyma

$ 0.7 Billion

~+ 170 %

Orphan Drugs

Orphan Drugs

Orphan Drug

There are several
Rare diseases for
Which the medical
Condition is known to 
be related to a miss-
ing or non functional 
protein

Such proteins may 
be from  difficult to 
 impossible to extract 
 with current  
manufacturing 
process

ProMetic PPPSTM  
process is able to  
extract and recover 
such valuable proteins 
and efficiently address 
rare diseases

  filing by CNBG of the first Investigational 
 New Drug applications (“IND”) with 
the Chinese regulatory authorities, a 
recognized value creation event in the 
product development continuum. Finally, 
the implementation and scale up of 
PPPS™ has helped ProMetic in the design 
and setting up of its own Laval facility. 

  ProMetic also secured a deal with 

Hematech BioTherapeutics Inc. (“HBI”) 
that includes a strategic alliance providing 
HBI rights to ProMetic’s proprietary 
PPPS™ as well as training and technical 
support to manufacture plasma-derived 
biopharmaceuticals in a Taiwanese facility 
to be built and operated by Hematech. 

B- PPPSTM:  

Co-commercialization

  We saw the leveraging of the PPPS™ 

technology when ProMetic announced in 
2012 the signature of definitive agreements 
with HBI for the co-development and 
co-exclusive commercialization, on a 
world-wide basis (excluding China), of a 
plasma-derived biopharmaceutical product 
targeting a rare medical condition. 

  A significant demonstration of the value 

of the PPPS™ technology was seen 
when  ProMetic and NantPharma LLC 
also announced the formation of an 
affiliate biopharmaceutical company, 
NantPro BioSciences, LLC, to develop 
and commercialize a plasma-derived 
biopharmaceutical product for the US 
market. The newly formed US based 
company has entered into exclusive 
development, licensing and manufacturing 
agreements with ProMetic.

  Under these agreements, ProMetic has 
granted NantPro rights to its Plasma 
Protein Purification System (“PPPS™”) 
and Prion Reduction technologies 
for the exclusive development and 
commercialization of a plasma-derived 
biopharmaceutical product for the 
US market. The agreements provide 
ProMetic with grant back rights to the 
biopharmaceutical product for markets 
outside the US, subject to payment of 
royalties by ProMetic to NantPro arising 
from ProMetic sales outside the US. 

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PROMETIC’S BUSINESS IS ORGANIZED AND BASED UPON 2 DISTINCT BUSINESS SEGMENTS. 

  The Corporation also announced the 

development of a second plasma derived 
biopharmaceutical for NantPharma LLC. 
In this case, ProMetic will be responsible 
for the development and manufacturing 
services, including the production in its 
Laval, Quebec facility of cGMP bulk active 
product. Upon FDA approval, ProMetic 
will exclusively manufacture and supply 
the commercial requirements of the cGMP 
bulk active to NantPharma, who will be 
responsible for completing the final sterile 
manufacturing steps. 

C-   PPPSTM:  

  Enabling of manufacturing process

  The development of PPPS™, the critical 
mass of licensees and deals allowed 
for the implementation and upcoming 
operational launch of ProMetic’s GMP 
plasma facility, located in Laval, Quebec; 
dedicated to the manufacturing of 
plasma derived products. ProMetic’s 
clients and partners such as NantPharma 
and Hematech BioTherapeutics rely 
on the supply of cGMP bulk products 
from the Laval facility to support their 
respective clinical trials and commercial 
product launches. 

  ProMetic’s facility will also serve as a 
blue print for other partners’ future 
plants and will serve as a technological 
showroom and training centre for 
partners’ employees. 

  ProMetic anticipates the official 

operational launch to take place in late 
2013 and a ramp up of production and 
revenue generation starting in 2014 and 
accelerating the following years. 

The plasma derived products market is a 
fast growing and lucrative market worth 
in excess of $12 billion per year. Whilst 
2/3 of the current markets are in Europe 
and North America, it is estimated that 
the emerging markets of the Asia & Pacific 
region will grow rapidly in the coming years. 
With its new secured partnership and recent 
technological progress, ProMetic is now 
more than ever well positioned to become 
a key industry player with recognized world 
standard manufacturing processes. The 
increasing exploitation of ProMetic’s PPPSTM 

platform by its licensees and the Company 
itself will play an increasing role in achieving 
the corporate objective of developing best 
in class, price competitive and safer plasma 
derived biotherapeutics. 

ProMetic has made great progress in 2012 
in regards to its corporate strategy and 
objective of moving higher up in the value 
creation hierarchy. Most of the fundamental 
requirements and steps to insure that the 
process is accomplished successfully have 
been advanced significantly during the last 
year. ProMetic has advanced its technical 
platform, increased its critical mass of clients, 
improved its financial situation and secured 
the necessary alliances to allow for the 
transition towards higher value creation to 
take place. 

As one can see from the following graphic, 
ProMetic is successfully transitioning from 
a simple provider of enabling affinity resins 
used as components in our clients’ drug 
manufacturing processes to a manufacturer 
and producer of bulk active pharmaceutical 
ingredients by leveraging its own affinity 
resin technology and proprietary PPPSTM 
process aiming to ultimately commercialize 
its own therapeutic products. 

The difference in value creation resulting 
from this is significant as the sales of affinity 
resins normally represent 3 to 4 % of the 
finished product value. Providing the 
platform and process to our partners to 
enable them to achieve the manufacturing 
of their own products usually allows for 
royalties on their sales in the range of single 
digit royalties. Moving up the hierarchy 
to become the provider of the bulk active 
pharmaceutical ingredient usually represents 
a substantial gain in value creation of 
approximately 30% of the finished product 
value. In some cases, ProMetic will even 
commercialize itself the biopharmaceutical 
product and capture the ultimate 100% of 
the value as the seller of the drug.

Transitioning from pure enabling  
resin sales to a mix of sales of  
resins, royalties, sales of bulk  
API & sales of biopharmaceuticals.

Sales of 
Biopharmaceuticals

Sales of 
Bulk Active Ingredients

Royalties on Licensees’ 
sales of Biopharmaceuticals

Sales of 
affinity Resins to licensees

20

0

100

80

60

% of finished product value

40

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We  know

The importance of successfully addressing some of the  
most important unmet medical conditions. Chronic  
Kidney Diseases (“CKD”) and cardiovascular  
complications represent 50% of the General Medicare 
costs of $343 billion in 2010 in the US. 

$343 billion 

The medical conditions we are targeting. 

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12

 
 
 
 
 
 
PROMETIC’S BUSINESS IS ORGANIZED AND BASED UPON 2 DISTINCT BUSINESS SEGMENTS. 

AT PBI, SCIENTISTS ARE FOCUSED ON DEVELOPING DRUGS THAT CAN EMULATE THE ACTIVITY  
OF PROVEN BIOLOGICS WITH IMPROVED PHARMACO-ECONOMICS AND SAFETY PROFILE. 

2-  SMALL MOLECULE THERAPEUTICS
THERAPEUTICS
PBI drug discovery program has generated 
a strong pipeline of orally active drug 
candidates, with efficacy and high safety 
profiles confirmed in several in vivo 
experiments and solid proprietary positions. 
The unmet medical applications targeted are 
fibrosis, inflammation, autoimmune diseases, 
oncology and hematopoietic disorders.

Fibrosis
In 2012, PBI continued to focus on IND 
enabling activities for its anti-fibrotic drug 
candidates. Fibrosis is a very complex process 
by which inflammation leads to the deposit 
of fibrous material to repair the damaged 
area.  This is the process whereby vital organs 
gradually lose their functionality as normal 
and functional tissue is replaced by fibrotic 
scarring tissue. 

The proof of concept data generated to 
date confirms our lead drug candidates’ 
anti-fibrotic activity in several key organs 
including the kidneys, the heart, the lungs 
and the liver. For example, following a 
myocardial infarctus or long standing 
chronic conditions such as hypertension or 
chronic kidney diseases (CKD), the buildup 
of scarring tissue in the heart will lead to 
congestive heart failure (CHF).  

Twenty six million patients in the U.S. alone 
are diagnosed with chronic kidney diseases 
(“CKD”). Patients with severe CKD stages  
(3 and 4) suffer from a gradual and 
accelerated loss of their renal function (end 
stage renal disease or ESRD) leading to 
the need for hemodialysis.  Cardiovascular 
complications for ESRD patients on 
hemodialysis are a common cause of death.

The positive effects of PBI-4050 observed 
in several different animal models designed 
to reproduce chronic kidney diseases have 
been presented at the American Society of 
Nephrology Annual meeting in San Diego  
and can be summarized as follows:

  GFR (improvement of the renal 

function)

  Proteinuria (reduction of protein found 

in urine)

  Serum creatinine (reduction of 

creatinine in blood)

  Serum urea  (reduction of urea in 

blood)

  Histological lesions (reduction of 

fibrosis & lesions, leading to a more 
functional and normal renal tissue)

  of collagen deposition in the tissue

  several biomarkers confirming the 

reduction of inflammation and fibrosis

During the past year, ProMetic scientists 
have been performing a series of test 
to help validate whether the clinical 
benefits observed in animals will also 
translate to humans.  This was achieved by 
demonstrating the superior performance 
of Prometic’s compounds compared to 
commercially available drugs and by 
demonstrating equivalent efficacy on human 
cells.  Furthermore a series of tests were 
performed to ensure that our lead drug 
candidates would tick the box on safety. 

Finally, our scientists have been optimizing 
the manufacturing process and performing 
technical transfers to GMP manufacturers 
so that the Corporation can be in a state of 
readiness to move into the clinical trials in 
2013. 

As a result of the performance and quality 
of data generated so far by our lead 
compounds, we now have several medical 
experts helping us prepare and design 
clinical trial programs that will maximize our 
chances to obtain regulatory approval for the 
targeted indications. We intend to initially 
target smaller indications before proceeding 
with broader medical conditions and more 
lucrative markets as a strategy to increase 
market acceptance and recognition.   

MEDICARE POPULATION 2010
General Medicare: population, 2010
(n=31,484,849; mean age 69.2)

MEDICARE COSTS 2010
General Medicare: costs, 2010
($343 billion)

CKD 11.9%

CKD 27.5%

CHF 13.2%

DM 26.9%

DM 43.1%

CHF 36.7%

ESRD 1.3%

ESRD 7.5%

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CKD   Chronic kidney diseases
ESRD   End stage renal disease
CHF   Congestive heart failure
DM   Diabetes Mellitus

CKD, ESRD and CHF represented over $175 billion 
or over 50% of the General Medicare costs in the 
USA alone in 2010.

Source: USDRS 2012 Annual Data Report 

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TITLE HERE ???

FIBROSIS:

ORGAN LOSS 
FUNCTION

FIBROSIS:

ORGAN LOSS 
FUNCTION

NON-TREATED

NON-TREATED

NON-TREATED

NON-TREATED

NON-TREATED

NON-TREATED

NON-TREATED

NON-TREATED

KIDNEY

HEART

LIVER

LUNG

KIDNEY

HEART

LIVER

LUNG

TREATED

TREATED

TREATED

TREATED

TREATED

TREATED

TREATED

TREATED

Following an injury, activated macrophages 
and neutrophils clean up tissue debris, dead 
cells, and invading organisms. In the normal 
and subsequent wound healing process, the 
wound contracts, collagen fibers become 
more organized, blood vessels are restored 
to normal, scar tissue is eliminated with 
the damaged tissue restored to its normal 
appearance. 

In the case of chronic wounds, the normal 
healing process is disrupted. Persistent 
inflammation, tissue necrosis, and infection 
lead to chronic myofibroblast activation and 
excessive accumulation of fibrotic material. 

Fibrosis refers to the excessive and 
persistent formation of scar tissue which 
is associated to organ failure in a variety of 
chronic diseases affecting the kidneys, heart, 
liver and lungs.

ProMetic compounds have been shown to 
reduce or delay the progression of fibrosis.  
The histological images above illustrate how 
PBI-compounds reduce the overproduction 
of extracellular matrix deposition (collagen, 
colored in blue in tissue) leading to reduction 
of fibrosis in the kidneys, heart, liver  
and lungs and this without affecting the 
healing process.

PBI-COMPOUNDS

PBI-COMPOUNDS

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14

 
 
 
 
 
 
MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis of Operating Results and 
Financial Position, aims at helping the reader to better understand the 
business of ProMetic Life Sciences Inc. [“ProMetic” or the “Company”] 
and the key elements of its financial results. It explains the trends of 
the financial situation and the operating results of the Company for 
the 2012 financial year compared to the 2011 operating results.  It is 
intended to complement and supplement its annual consolidated 
financial statements and other financial information found in the 
Annual Report and consequently it should be read in conjunction 
with these and other public documents such as the Company’s Annual 
Information Form, which may be found at www.sedar.com.  All amounts 
in tables are in thousands of Canadian dollars, except where otherwise 
noted.  This Management’s Discussion and Analysis [“MD&A”] is 
current as at March 25, 2013, at which date 487,126,993 common shares 
and 11,695,067 options to purchase common shares and 59,169,751 
warrants to purchase common shares were issued and outstanding.

The Company’s December 31, 2012 audited consolidated financial 
statements have been prepared on the basis of the going concern 
assumption which assumes that the Company will realize its assets 
and discharge its liabilities in the normal course of business. The use 
of these principles may not be appropriate because, as at December 
31, 2012, there is significant doubt that the Company will be able to 
continue as a going concern without achieving profitable operations  
or raising additional financial resources. Since inception, the Company 
has incurred losses and has an accumulated deficit of $246 million 
as at December 31, 2012. To date, the Company has financed its 
activities through collaboration and licensing agreements, bank loans, 
government financial support, investment tax credits and the issuance 
of debt and equity. Subsequent to December 31, 2012, the Company 
received the share subscription receivable of $9.8 million from a 
strategic equity investment with Shenzhen Hepalink Pharmaceuticals 
Co. Ltd. and completed the renegotiation of the repayment terms 
of $4 million of the long-term debt provided by shareholders. While 
this provides improvement in the Company’s near-term liquidity, 
the Company’s committed cash obligations and expected level of 
expenditures for the next 12 months exceed its committed sources  
of funds.

The Company’s ability to continue as a going concern is dependent 
upon its ability to obtain the ongoing support of its lenders and the 
continued activity of its core business including the advancement of 
collaboration and licensing agreements for pipeline projects, and 
raising  additional financing either from the issuance of shares or  
long-term debt on acceptable commercial terms. There can be no 
assurance of the success of the Company’s operations, on its plans  
to achieve profitability, nor on its access to further financing which  
may be required to execute these plans.

The Company’s December 31, 2012 audited consolidated financial 
statements do not reflect the adjustments that might be necessary to the 
carrying amount of reported assets, liabilities and revenues and expenses 
and the consolidated statement of financial position classification used 
if the Company were unable to continue operations in accordance with 
the going concern assumption. Such adjustments could be material.

FORWARD-LOOKING STATEMENTS
The information contained in Management’s Discussion and Analysis of 
Operating Results and Financial Position contains statements regarding 
future financial and operating results. It also contains forward-looking 
statements with regards to partnerships, joint ventures and agreements 
and future opportunities based on these. There are also statements 
related to the discovery and development of intellectual property, as 
well as other statements about future expectations, goals and plans. 
We have attempted to identify these statements by use of words such 
as “expect”, “believe”, “anticipate”, “intend”, and other words that 
denote future events. These forward-looking statements are subject to 
material risks and uncertainties that could cause actual results to differ 
materially from those in the forward-looking statements. These risks 
and uncertainties include but are not limited to the Company’s ability 
to develop, and successfully manufacture pharmaceutical products, 
and to obtain contracts for its products and services and commercial 
acceptance of advanced affinity separation technology. Additional 
information on risk factors can be found in the Company’s Annual 
Information Form for the year ended December 31, 2012. Shareholders 
are cautioned that these statements are predictions and these actual 
events or results may differ materially from those anticipated in these 
forward-looking statements. Any forward-looking statements we may 
make as of the date hereof are based on assumptions that we believe to 
be reasonable as of this date and we undertake no obligation to update 
these statements as a result of future events or for any other reason, 
unless required by applicable securities laws and regulations.

ProMetic is a publicly traded (TSX symbol: PLI), global 
biopharmaceutical Company that is comprised of a group of 
subsidiaries, specialized in the design of small molecules that mimic 
unique and specific interactions between proteins. We are focused 
on bringing safer, cost-effective and more convenient products to 
both existing and emerging markets. We offer our state of the art 
technologies for large-scale drug purification, drug development, 
proteomics and the elimination of pathogens. We are also developing 
our own novel therapeutics products targeting unmet medical needs 
in the field of fibrosis, anemia, neutropenia, cancer, and autoimmune 
disease/inflammation as well as certain nephropathies.  ProMetic’s 
business is organized into two distinct operating segments; Protein 
Technologies and Therapeutics, supported by a Head Office in Laval, 
Canada.

BUSINESS SEGMENTS
The Protein Technologies segment comprises five operating 
subsidiaries:
•	 ProMetic	BioSciences	Ltd	(“PBL”), based in the United Kingdom  

(Isle of Man and Cambridge);

•	 Pathogen	Removal	and	Diagnostic	Technologies	Inc.	(“PRDT”),  

a company registered in Delaware, USA, operated under the control 
of	PBL;

•	 ProMetic	BioTherapeutics	Inc	(“PBT”), based in Rockville, MD, 

USA; 

•	 ProMetic	Manufacturing	Inc.	(“PMI”), based in Joliette, Quebec, 

Canada; and

•	 ProMetic	BioProduction	Inc.	(“PBP”), based in Laval, Quebec, 

Canada., formerly referred to as “Newco”.

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ProMetic’s strategy in relation to its Protein Technologies business 
segment has been well defined by management: applying ProMetic’s 
proprietary technologies to new and existing markets for large-scale 
drug purification, drug development, proteomics (the study of 
proteins), and the elimination of pathogens. Where appropriate  
this may involve the establishment of a strategic partnership with the 
end-user of ProMetic’s technology. The ultimate benefit that can be 
derived from ProMetic’s Protein Technologies unit is the enabling of 
our partners to manufacture more affordable and safer therapeutics, 
thus aligning ProMetic’s business perfectly with current market 
pressures on the healthcare sector.

PBL’s	bioseparations	business	has	been	expanded	into	a	profitable,	
cash-generating business through the securing of long-term supply 
agreements with major pharmaceutical and biotech companies. The 
profits and therefore excess cash generated by this business unit will be 
used in the short-term to partly finance the losses of ProMetic’s other 
subsidiaries. Revenues from this business unit do not accrue evenly 
during the year, so assessment of its profitability must be made on an 
annualized basis.

PRDT’s unique prion reduction technology has already been 
commercialized through a long-term supply agreement with 
Octapharma, who have incorporated the technology into the 
manufacturing process of their OctaplasLG® and UniplasLG®  
products. The strategy is to expand the commercialization of the  
PRDT	technology	into	use	in	Red	Blood	Cells	(“RBC”)	concentrate	
by the sale of the P-Capt® prion filter. Thereafter, the Company will 
focus on applying PRDT technology to other commercial applications, 
including those from other parts of the ProMetic group.

The	strategy	in	relation	to	PBT	is	to	establish	key	relationships	
with biopharmaceutical companies to co-develop plasma derived 
therapeutics	relying	on	PBT’s	proven	high	yield	manufacturing	process.	
Typically through these partnerships, the therapeutics developed 
are chosen to address totally unmet medical needs or target very 
large and established markets but with a significant safety and cost 
leadership advantage. The recent relationship with NantPharma LLC 
(“NantPharma”),	leading	to	the	creation	of	NantPro	BioSciences,	LLC	
(“NantPro”) is a prime example of the execution of this strategy.

ProMetic	created	a	new	subsidiary,	ProMetic	BioProduction	Inc.,	
which has entered into a long-term lease on favorable conditions with 
Quebec’s Institut National de la Recherche Scientifique (“INRS”)  
for	an	existing	state-of-the-art	facility.	ProMetic	BioProduction	Inc.	 
will undertake the development and manufacturing of high-value 
plasma-derived therapeutics for ProMetic’s current and future clients. 
PBP	will	be	funded	via	third-party	investments	and	it	is	anticipated	that	
PBP	will	become	self-sustaining	through	end	product	services	and	sales	
to ProMetic’s existing clients. An initial $1.5 million investment was 
received in 2011. A portion of the Hepalink strategic investment is also 
earmarked	to	fund	the	start	up	of	PBP’s	facility.

The Therapeutics segment is a small molecule drug discovery business 
comprised of one entity:
•	 ProMetic	BioSciences	Inc.	(“PBI”), based in Laval, Quebec, Canada

PBI is a small-molecule drug discovery business, with a strong pipeline 
of	products.	PBI	scientists	are	focused	on	developing	orally	active	
drugs that can emulate the activity of proven biologics, and provide 
competitive advantages including improved pharmaco-economics 
and safety profiles. Typically, these first-in-class therapeutics are orally 
active, with efficacy and high safety profiles confirmed in several in vivo 
experiments and enjoy strong proprietary positions. The unmet medical 
applications targeted are fibrosis, inflammation, autoimmune diseases, 
oncology and hematopoietic disorders.

ProMetic’s strategy in relation to the Therapeutics business segment  
has been to develop orally active compounds leading to more 
convenient and cost-effective treatment regimes in already developed 
markets or targeting unmet medical needs. ProMetic’s Management 
strongly believes that this strategy is highly relevant in the current 
market economy where cost pressures, above all else, impact the 
adoption of new drugs. 

The business model for this division is to partner promising drug 
candidates upon completion of in vivo proof of concept studies. 
While the Therapeutics Unit has several of such promising drug 
candidates, Management has acted in the past two to three years, to cut 
the burn-rate of this division such that only costs associated with the 
Investigational New Drug (“IND”) enabling and partnering activities for 
its	anti-fibrosis	lead	drug	candidate	PBI-4050	are	incurred.	As	a	result	
of positive data generated in 2012 and overall progress achieved by the 
Company,	it	is	anticipated	that	PBI-4050	would	be	advanced	toward	the	
clinical program in 2013.

2012 IN SUMMARY
2012 was a fruitful year for ProMetic on many different fronts.  It was 
a year in which the Company successfully put in place what it believes 
to be the necessary foundation to achieve the next stage in its growth. 
The Company has, as planned, significantly improved its overall 
financial performance delivering in excess of its projected $21 million 
of revenues in its base case.  This, combined with the strategic equity 
investment by Hepalink has improved key financial metrics.

2012 was also a successful year in regards to the Company’s business 
development initiatives. These impacted directly on the results of 2012, 
and more importantly, have laid the foundation for future growth. The 
Company has seen its technologies play an important role in allowing 
its clients’ product development programs to move forward, all the 
while adding to its solid pipeline of business through new strategic 
partnerships in both established and emerging markets. The Company 
is achieving increased market recognition as a result of the numerous 
commercial advantages provided by its state-of-the-art enabling 
technologies.      

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Although the Company achieved its financial objectives for the year,  
the revenues of the business do not necessarily accrue in a straight line 
on a quarterly basis. The complex manufacturing process means that 
there is often a significant lead-time between receipt of an order and 
the shipment of products; this, coupled with the non-linear nature 
of the work associated with development programs leads to uneven 
recognition of revenue throughout the year and on a year-over-year 
basis. The Company, therefore, believes that its financial results are best 
analyzed and compared on a year-to-year basis period. This feature is 
expected to continue in 2013.

Analyzing the business segment performance for the year shows a 
consistent performance of the Therapeutics segment in 2012 and 2011. 
The Protein Technologies segment showed a significant improvement 
in profit for the year 2012 compared to 2011. This performance was 
mainly attributable to much stronger license, product and services 
revenues. In the Corporate division, the net loss is slightly higher 
in 2012 mainly due to increased administration costs and foreign 
exchange movements.

PROFIT (LOSS)

(in thousands of Canadian dollars) 
Therapeutics 
Protein Technologies 
Corporate 
Total Profit (Loss) 

 2012 
(1,815) 
8,560 
(7,169) 
(424) 

 2011 
(1,894) 
5,471 
(6,844) 
(3,267) 

Change $
79
3,089
(325)
2,843

2012 SIGNIFICANT EVENTS  
PROTEIN TECHNOLOGIES
•	 The	Company	signed	a	significant	research	and	development	

agreement for a project based on its proprietary prion technologies 
with Hepalink. The agreement includes $11 million in licensing 
fees and milestone payments. In addition, ProMetic may also receive 
further funding for product development activities to be performed 
on behalf of Hepalink. Hepalink also became a strategic investor in 
the Company through a $9.8 million equity investment.

•	 The	Company	announced	the	signing	of	definitive	agreements	with	
Hematech	BioTherapeutics	[“Hematech”]	for	the	co-development	
and co-exclusive commercialization, on a world-wide basis (excluding 
China), of a plasma-derived biopharmaceutical product targeting 
a rare medical condition. The deal includes a strategic alliance 
providing Hematech rights to ProMetic’s proprietary PPPS™ as well 
as training and technical support to manufacture other plasma-
derived biopharmaceuticals in a Taiwanese facility to be built and 
operated by Hematech. 

•	 The	Company	announced	the	development	of	a	second	plasma	

derived biopharmaceutical for NantPharma. ProMetic is responsible 
for development and manufacturing services, including the 
production in its Laval, Quebec facility of cGMP bulk active product. 
Upon FDA approval, ProMetic will exclusively manufacture and 
supply the commercial requirements of the cGMP bulk active to 
NantPharma, who will be responsible for completing the final sterile 

manufacturing steps. This second plasma derived biopharmaceutical 
development program follows the previously disclosed formation 
by NantPharma and ProMetic of a biopharmaceutical company, 
NantPro	BioSciences,	LLC,	whose	primary	mission	is	to	develop	
and commercialize a plasma-derived biopharmaceutical product 
for the US market.  Additional details may be found below under 
“Investment in a new associated company”.

THERAPEUTICS
•		 ProMetic	presented	new	and	positive	data	on	two	of	its	orally	anti-
fibrotic drug candidates at the annuel meeting of the American 
Society of Nephrology in San Diego, California. The new data 
demonstrates  efficacy in diabetic kidney disease and other fibrotic 
models.

•		 Diabetic	nephropathy	is	increasing	in	incidence	and	is	now	the	
number one cause of end-stage renal disease. In a gold standard 
animal model used to mimic the long term detrimental effects of 
diabetes on the kidney and the liver, ProMetic’s once a day oral 
treatment	with	PBI-4050	demonstrated	a	significant	reduction	in	
kidney hyperfiltration, proteinuria and hepatic steatosis. These 
results	suggest	that	PBI-4050	could	potentially	be	used	as	a	novel	
therapy	for	diabetic	kidney	disease	and	liver	steatosis.	PBI-4050	has	
been shown to treat fibrosis in several different animal models and is 
now being prepared to enter into clinical developement in 2013.

RESULTS OF OPERATIONS
Year ended December 31, 2012, compared to year ended  
December 31, 2011. 

SELECTED ANNUAL INFORMATION

                                                                       December, 31

(In thousands of Canadian dollars) 
Revenues 
Net profit (loss) attributable  
   to owners of the parent 
Net profit (loss) per share  
   attributable to owners
   of the parent (basic and diluted) 
Total assets 
Long-term debt (*) 

2012 
23,321 

2011 
17,589 

2010
11,433

234 

(2,554) 

(11,283)

0.00 
22,991 
4,831 

(0.01) 
8,692 
5,724 

(0.03)
8,593
13,762

*The long-term debt includes the promissory notes from shareholders, 
the repayable government grants and finance lease obligations and the 
long-term debt provided by shareholders. 

REVENUES
Total revenues for 2012 were $23.3 million and were derived 
predominantly from product sales, development service revenues and 
licensing revenues.       

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In the year ended December 31, 2012, the Company’s product  
revenues amounted to $11.5 million compared to $5.2 million in 
the previous year. This increase was attributable to higher levels of 
underlying	business	associated	with	the	company’s	Bioseparation	
products. Service revenues in 2012 were higher than 2011 at 

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$5.3 million versus $2.4 million. This increase was mostly due to new  
services agreements signed with NantPro. Finally, licensing revenues 
totaling $6.4 million were recorded during 2012 and are related to the 
contracts with Hepalink, Hematech and NantPro. This compares to  
$10 million of licensing revenues recognized in the year ended 
December 31, 2011 from the Celgene transaction. 

There were no significant revenues associated with the Therapeutics 
business unit in 2012 or 2011.

COSTS OF GOODS SOLD AND RECHARGEABLE RESEARCH AND  
DEVELOPMENT EXPENSES
The combined costs of goods sold and rechargeable research and 
development expenses for the year ended December 31, 2012, totalled 
$8.0 million compared to $3.2 million for the year ended December 31, 
2011. This difference is explained by the increase in volume of products 
sold and the relative product mix. 

Based	on	the	combined	cost	of	goods	sold	and	the	rechargeable	
research and development expenses, a gross profit (sales of goods plus 
rendering of services less costs of goods sold and less research and 
development expenses rechargeable) of 53% was achieved during the 
year ended December 31, 2012 compared to 58% for the year ended 
December 31, 2011. There were no costs associated with licensing 
revenues.

RESEARCH AND DEVELOPMENT EXPENSES – NON RECHARGEABLE
Non rechargeable research and development expenses were  
$7.7 million for the year ended December 31, 2012, compared to  
$9.9 million for the year ended December 31, 2011. This is due to the 
level of internal versus client-funded research and development  
activity undertaken. 

ADMINISTRATIVE AND MARKETING EXPENSES
Administrative and marketing expenses were $6.0 million for  
the year ended December 31, 2012 which is broadly consistent with  
the $5.8 million for the year ended December 31, 2011.  

NET LOSS
The Company generated a net loss of $0.4 million or $0.00 per 
share (basic and diluted), for the year ended December 31, 2012, as 
compared to a net loss of $3.3 million or ($0.01) per share (basic and 
diluted) for the year ended December 31, 2011. The decrease in net 
loss is primarily due to stronger product and services revenues.  

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EBITDA BY SEGMENT
YTD December 31, 2012 - In thousands of dollars

Protein   Therapeutics  Corporate 

Total 

Technologies 
23,290 
(5,326) 

- 

- 

31 
- 

(2,647)

(2,647) 

(5,922) 

-  23,321
(5,326)
- 

Revenues 
Costs of goods sold 
R&D expenses  
   rechargeable 
R&D expenses  
   non rechargeable 
Administration and  
(5,410)  (5,966)
   marketing expenses 
779
Amortization 
2,498
EBITDA	
EBITDA	is	a	non-GAAP	measure,	employed	by	the	Company	to	monitor	its	performance.		
As a financial measure that is not defined or standardized under IFRS, it is unlikely to be 
comparable to similar measures presented by other companies.  The Company calculates its 
EBITDA	by	subtracting	from	revenues,	its	cost	of	goods	sold,	its	research	and	development	
expenses rechargeable and non-rechargeable as well as its administration and marketing 
expenses and excluding amortization of capital assets and licenses and patents.  

- 
203 
(1,507) 

(556) 
564 
9,403 

12 
(5,398) 

(1,741) 

(7,663)

- 

INVESTMENT IN A NEW ASSOCIATED COMPANY
On June 29, 2012, the Company and an unrelated partner established 
an	entity,	NantPro	BioSciences,	LLC	(“NantPro”)	for	the	purposes	of	
developing and commercializing a plasma-derived biopharmaceutical 
product for the US market. 

At inception, in exchange for 66.66% of the equity units in NantPro, 
the Company contributed a license to certain of its intellectual property. 
The other investor in NantPro, NantWorks LLC (“NantWorks”), 
contributed $2.5 million (US$ 2,500,000) in exchange for 33.33% of the 
equity units.  The Company measured the initial cost of its investment 
in NantPro based on the implied fair value of its contribution to the 
extent attributable to the other investor. Consequently, the initial cost 
of the investment amounted to $1.7 million (US$1,667,000), with a 
corresponding recognition of licensing revenue. Concurrent with the 
initial investment and as part of the development work carried out by 
the Company, the Company also granted access to a specific protein to 
NantPro (“the Technology Access Fee”) for a non-refundable amount 
of $2.5 million (US$ 2,500,000).  Of this sum, $102,000 (US$100,000) 
has been deferred as at December 31, 2012.  The Company recognized 
$815,000 (US$ 800,160) as licensing revenue, which is based on the 
extent of the other investor’s interest.  The balance of $1.6 million  
(US$ 1,599,840) was recorded as a reduction in the carrying amount  
of the investment.

As a result of the composition of NantPro’s board membership, the 
manner  and timing in which financing and operation decisions will 
be made, and that NantWorks has the current right to make additional 
capital contributions that could ultimately decrease the Company’s 
investment to 10% of the equity units, the Company has determined 
that it does not control the investment, but does have the ability to 
exercise significant influence and will therefore account for it as an 
associate.  The funds will be used by NantPro to pay the Company to 
carry out the development and manufacturing costs of plasma-derived 
product. The additional capital contributions by NantWorks will result 
in dilution gains or losses and corresponding adjustments in the 
carrying value of the investment.

 
 
 
 
 
 
 
During the year ended December 31, 2012, the Company provided 
development services to NantPro and recognized revenues from the 
rendering of services of $1.5 million. As at December 31, 2012, the 
Company had an account receivable from NantPro of $438,000.

February 2013, the Company finalized the terms of this secured debt, 
effective December 31, 2012, moving $4 million of debt repayments to 
July 2014. As consideration for the above-mentioned debt restructuring, 
the Stakeholders have collectively received 1,043,476 shares in 
ProMetic’ share capital and 754,715 warrants.

CAPITAL RESOURCES
The Company has no commitments for capital expenditures at the date 
of the financial statements.

As	mentioned	earlier,	PBP	has	been	funded	by	third-party	equity	
investments. This relieves a significant capital expenditure hurdle for 
ProMetic, allowing it to realize in its objectives in a very cost-effective 
and	non-dilutive	manner.	It	is	anticipated	that	PBP	Inc.	will	become	self-
sustaining through end product services and sales to ProMetic’s existing 
clients.  The recently announced investment by Hepalink will allow the 
business to finalize the fit-out of the plant, bringing it to operational 
readiness during the second half of 2013.

It	is	also	important	to	note	that	PBL’s	current	manufacturing	capacity	
exceeds its current level of sales. At the present time, the resources are 
being fully employed, but there are manufacturing batch sizes which 
are	below	the	optimal	size.	PBL’s	current	manufacturing	capacity	can	
therefore, accommodate significant revenue growth such that there 
is no linear relationship between the incremental costs and revenue 
growth. Over the coming periods, it may be necessary for the Company 
to invest in further capital expenditures in order to service the 
requirements of some of its contracts.

LIQUIDITY 
As discussed above, the Company’s December 2012 consolidated 
financial statements include going concern uncertainty disclosures 
in Note 1 and reference is made here to these disclosures. Significant 
progress has been made in recent months in closing business deals and 
securing recurring purchase orders from major biopharmaceutical 
companies.  These transactions improve the revenue pipeline for the 
business and reduce its ultimate need for external financing.  That 
said, the Company is investing in its future, and as such, the revenues 
generated from operations are being reinvested into strategic projects 
that will drive the next stage of value creation for the Company.  It may 
therefore be necessary, from time-to-time, to raise additional capital at a 
certain level of financing for strategic initiatives.  

On January 31, 2011, the Company finalized the restructuring of 
the terms of its secured debt, effective December 31, 2010, deferring 
$4 million of debt repayments to July  2012. In February 2012, the 
Company finalized a further restructuring of the terms of this secured 
debt, effective December 31, 2011, deferring $4 million of debt 
repayments to July, 2013. In addition to this extension, one of the 
Stakeholders invested $1 million in equity in ProMetic. As consideration 
for the above-mentioned debt reorganization and investment, the 
Stakeholders have collectively received 17,439,408 shares in ProMetic’ 
share capital. The stakeholders also collectively received 5,714,278 
warrants. In December 2012, the Company signed letters of intent with 
the lenders deferring $4 million of debt repayments to July 2014. In 

The arrangements discussed above to restructuring the secured 
loans required the up-front payment of interest in the form of shares. 
While this funding is partially dilutive, the level of dilution is minimal 
in comparison to the dilution level that would have been incurred 
if a straight equity investment or other more commonly available 
instruments had been used to finance the Company.

Subsequent to December 31, 2012, the Company again renegotiated its 
working capital grants with the Isle of Man Government Department 
of Economic Development, resulting in the balance now being offset 
in the future against capital grants receivable from the Isle of Man 
Government with any balance owing on March 31, 2014 repayable in 
cash.

During 2011, the Company secured a $500,000 loan from a company 
controlled by a director of the Company. The loan bears interest at  
the rate of 12% per annum and was originally due to mature on 
October 31, 2011. The term has been indefinitely extended with  
the permission of the lender and is payable on demand.

During the year of 2012, the Company was successful in raising equity 
financing in the amount of $3.1 million in exchange of 28,499,996 
shares and 6,345,451 warrants from long term shareholders and new 
strategic investors.  In addition, the Company entered into a loan 
agreement	with	the	Isle	of	Man’s	Conister	Bank,	borrowing	 
$0.8 million at an interest rate of 10% per annum. The loan was  
initially reimbursable in December 2012. The loan was renegotiated 
and is repayable in 12 equal monthly installments over 2013.

During the third quarter of 2012, the Company entered into a  
strategic investment agreement with Hepalink, consisting of a  
$9.8 million equity investment in ProMetic at a price of $0.204 per 
share which was at a premium to the stock market price at the time 
in exchange for the issuance of 48,147,053 shares representing 
approximately 10.02% of ProMetic outstanding shares on a post-
transaction basis. The issued shares are subject to a three (3) year hold 
period. The investment was approved on December 31, 2012 by the 
parties’ respective regulatory authorities.  This particular investment 
is seen as a key to unlocking the next stage in the Company’s value 
creation, by allowing the business to advance the status of some if its key 
assets, including bringing online its Laval-based, pilot bio-manufacturing 
facility and progressing with the next phase of development of certain 
of its therapeutic compounds. It also allows for a greater return to the 
Company’s shareholders by limiting the need to externally finance the 
launch of the Laval plasma facility and therefore retaining a greater 
portion of its ownership.  The $9,8 million equity investment was 
received on January 7th, 2013.

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As at December 31, 2012, the cash position was $1.2 million compared 
to $0.3 million as at December 31, 2011.

Current assets totaled $17.3 million as at December 31, 2012, and  
$3.2 million as at December 31, 2011. Accounts receivable were 
$4.8 million as at December 31, 2012, compared to $1.4 million as 
at December 31, 2011. Accounts receivable consist mostly of trade 
receivables related to the sale of resin, licensing agreements as well 
as research and development tax credits receivable related to the 
activities of the Therapeutics and the Protein Technology Units. The 
current assets also include an amount of $9.8 million for the share 
subscription receivable relating to the Hepalink investment in ProMetic 
which was received on January 7th, 2013. The net capital assets were 
at $1.1 million as at December 31, 2012 compared to $0.9 million as at 
December 31, 2011.

Included in Current liabilities is an amount of $5.1 million relating to 
Trade and other payables.  This balance although improving, is still 
high, partly as a result of the company’s cash situation, and partly due to 
increased working capital requirements to service the growing revenue 
stream. The recent improvements in the Company’s liquidity noted 
herein are expected to improve upon this during fiscal 2013.

CONTRACTUAL OBLIGATIONS
(in thousands of dollars)

SUMMARY OF QUARTERLY RESULTS
The following unaudited information is presented in millions of 
Canadian dollars except for per share amounts.

December 31 

September 30 

June 30 

March 31 

2012 

Revenues 

8.3 

7.7 

         6.3 

1.1

Net profit/(loss) 

1.0 

2.5  

0.8                 (4.7)                                                               

Net profit/(loss)  
   per share  
   (basic and diluted) 0.00 

Weighted average  
   number of  
   outstanding shares  431 

0.01 

0.00 

(0.01)

428 

421 

404

December 31 

September 30 

June 30 

March 31 

2011 

Payment due by period

Revenues 

8.5 

3.3 

         3.0 

2.8

Contractual 
Obligations 

Total 

Less 
than 
1 year 

1 - 3 years 

4 – 5 years 

  After 5
years

Debt   
Capital leases  
   and obligations 
Operating  
   leases 
Other  
   obligations 

10,067 

5,613 

4,454 

13 

9 

4 

- 

- 

-

-

12,591 

1,888 

3,490 

3,835 

3,378

203 

203 

- 

- 

-

Net profit/(loss) 

3.3 

(2.1)  

(1.8)             

(2.7)                                                               

Net profit/(loss)  
   per share  
   (basic and diluted) 0.01 

Weighted average  
   number of  
   outstanding shares  387 

(0.01) 

(0.00) 

(0.01)

378 

373 

356

Total contractual  
   obligations 

22,874 

7,713 

7,948 

3,835 

3,378

CASH FLOWS
The consolidated statement of cash flows in the consolidated financial 
statements shows that cash flows used in operating activities amounted 
to $2.1 million for the year ended December 31, 2012 compared with 
$7.4 million for the year ended December 31, 2011. The reduction 
is principally due to the non monetary licensing revenues from the 
Celgene transactions in 2011. The cash inflows from financing activities 
amounted to $3.7 million for the year ended December 31, 2012 
compared to inflows of $8.5 million for the year ended December 31, 
2011. In 2011, the Company received promissory notes for $1.0 million 
from shareholders. Also in 2011, long-term debts were contracted for a 
total of $1.7 million of which $0.5 million came from a shareholder, and 
$1.2 million from the government of the Isle of Man. The company also 
received a loan of $0.8 million from Investissement Québec and issued 
shares to a non-controlling interest for a total of $1.5 million.

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FOURTH QUARTER
The following information is a summary of selected unaudited 
consolidated financial information of the Company for the three-month 
periods ended December 31, 2012, and 2011.

Revenues 
Operating expenses 
Operating profit (loss) 
Gain (Loss)  on foreign exchange 
Loss on disposition and impairment of assets 
Finance costs 
Share of net profit in an associated company 
Net profit  
Net profit (loss) attributable to the owners  
of the parent 
Basic	and	diluted	profit	(loss)	per	share	 
attributable to the owners of the parent 

2012 
8,322 
6,870 
1,452 
(115) 
(12) 
(379) 
69 
1,015 

2011
8,423
4,735
3,688
42
(59)
(318)
-
3,355

1,036 

(1,951)

0.00 

0.01

Revenues for the fourth quarter of 2012 were $8.3 million, similar to 
revenues of the same quarter of 2011. Operating expenses were  
$6.9 million for the fourth quarter of 2012 compared to $4.7 million 
in 2011. The difference is due to differing mix of products and services 
sold during the fourth quarter. There were no costs of goods sold 
associated with the licensing revenues. 

Cash inflows from operating activities were $1.2 million compared to a 
cash outflows of $0.3 million for the same period in 2011. This increase 
was attributed to non monetary licensing revenues in 2011.

Cash outflows from financing activities were $0.1 million in 2012  
compared to cash inflows of $1.3 million in the fourth quarter of 2011. 
This is mainly attributed to the repayable government grant, the other 
loan and the proceeds from the shares issued in 2011.

OFF-BALANCE SHEET ARRANGEMENTS 
In the normal course of business, the Company finances certain of its 
activities off-balance sheet through leases.

On an ongoing basis, the Company enters into finance leases for 
buildings and equipment. Minimum future rental payments under 
these operating leases, determined as at December 31, 2012 are 
included in the contractual obligations table above.

One letter of credit amounting to $130,000 was issued to the lessor of our 
facility in Maryland as collateral for our performance of obligations under 
the leases. This letter of credit is collateralized by a guaranteed investment 
certificate for the same amount. The guaranteed investment certificate 
related to the letter of credit has been classified as restricted cash.

CONTINGENT LIABILITY
During the year 2012, the Company was served with a lawsuit in the 
Federal Court of Canada (Court) relating to a claim for infringement 
of two patents held by a third party plaintiff. The Company instructed 
outside legal counsel to prepare, serve and file a statement of defense 
on the infringement claims, in addition to a counterclaim requesting 
that the Court declare both patents invalid and unenforceable. 
Since the plaintiff has claimed unspecified damages and none of the 
allegations in the claim provide any information as to the basis upon 
which the plaintiff would be claiming monetary compensation and 
on the basis that the Company does not believe that this claim will be 
successful, the Company has not taken a provision in the consolidated 
financial statements.

CRITICAL ACCOUNTING ESTIMATES
The preparation of the consolidated financial statements requires 
the use of judgment, estimates and assumptions that affect the 
reported amounts of revenues, expenses, assets and liabilities and the 
accompanying disclosures.  The uncertainty that is often inherent 
in estimates and assumptions could result in outcomes that result in 
material adjustments to assets or liabilities affected in future periods.

During the year ended December 31, 2012, the Company signed 
revenue agreements which provided for, among other payments, 
upfront payments in exchange for licenses and other access to 
intellectual property.  This required careful judgment whether these 
payments were received in exchange for the provision of goods or 
services which had stand-alone value to the customer.

In determining that the Company did not control, but had only 
significant influence in  the investment in an associated company 
described in note 10, consideration was given to the composition of the 
entity’s board of directors and the manner in which key operating and 
financing decisions were to be made.  Had the Company reached the 
conclusion that it controlled the investment would have required that 
its assets and liabilities and results of operations be consolidated with 
those of the Company, along with the elimination of all inter-company 
transactions.

The functional currency of foreign subsidiaries is reviewed on an 
ongoing basis to assess if changes in the underlying transactions, 
events and conditions have result in a change. During the year ended 
December 31, 2012 and 2011, no changes were deemed necessary.  
In addition, judgment is applied the treatment and amount of the 
currency translation of inter-company loans in order to determine if 
they form part of the parent company’s net investment in the foreign 
subsidiary.  This treatment results in foreign currency adjustments from 
translation recorded in other comprehensive (loss) income.

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Whether an asset is impaired requires management to determine 
whether there is an indication of impairment based on the 
consideration of external and internal indicators. If an indication of 
impairment exists, management must determine if the carrying value of 
the asset exceeds its recoverable amount.  The Company’s Therapeutics 
segment has approximately 34% of the Company’s aggregate capital 
assets and licenses and patents (2011 - 36%) for which a nominal 
amount of revenue was recognized in 2012 and 2011.  Supporting a 
judgment that the indicators of the impairment of these assets are not 
present is an assessment of detailed business plans and recent business 
development activity directly related to these assets.  

The Company received its previous assumptions in relation to the  
useful life of its assets and concluded that no changes were required.

The fair value of the restricted stock units discussed in note 20 e) of the 
December 31, 2012 consolidated financial statements is based on an 
estimate of the probability of the successful achievement of a number 
of performance conditions, as well as the timing of their achievement.  
The final expense is only determinable when the outcome is known, 
which will be in 2013.  The estimated expense of $140,000 (2011 - 
$113,000) recorded during the year ended December 31, 2012 is 
recorded in the Corporate Segment.

As described in note 18 (b) to the December 31, 2012 consolidated 
financial statements, when the terms of a loan are modified, it is  
often accounted for as a derecognition of the carrying value of the  
pre-modified loan and the recognition of a new loan at fair value.   
In the determination of fair value, the Company uses a discounted  
cash flow technique which includes inputs that are not based on 
observable market data and inputs that are derived from observable 
market data.  In the case of its loan modifications, where available,  
the Company seeks comparable interest rates.  If unavailable, it uses 
those rates considered appropriate for the risk profile of a company in  
the industry. During the year ended December 31, 2012, the  
Corporate segment recorded an extinguishment loss of $497,000  
(2011 – $387,000)

RELATED PARTY TRANSACTIONS
Balances	and	transactions	between	the	Company	and	its	subsidiaries,	
which are related parties of the Company, have been eliminated on 
consolidation. Details of transactions between the Company and other 
related parties are disclosed in the notes of the December 31, 2012 
consolidated financial statements. 

On December 5, 2008, the Company entered into an agreement to 
provide a guarantee (the “Guarantee”) in favour of Camofi Master 
LDC (“Camofi”), relating to an amended and restated loan agreement 
(the “Loan”) that Camofi had provided to a company (the “borrower”) 
wholly-owned by a senior officer of the Company. The Loan was 
originally contracted in December 2007 for the purposes of purchasing 
shares of the Company.

The Guarantee provides that the Company must be prepared to fulfill 
the borrower’s obligations with respect to the full payment of capital 

and interest for the Loan if the borrower is unable to do so. Any such 
payment shall be made within two days of receipt of notice of default 
from Camofi. Alternatively, the borrower can force Camofi to liquidate 
some or all of the shares of the Company that are held as collateral to 
cover the Loan. If called upon under the Guarantee, the Company may 
chose either to pay in cash or request that the borrower instruct Camofi 
to liquidate up to 2,300,000 shares of the Company to repay the Loan.

In conjunction with the above, the Company entered into an agreement 
with the borrower providing that any payment made by the Company 
under the Guarantee immediately triggers an equivalent receivable 
from the borrower. This receivable bears interest at 10% per annum, is 
evidenced by a demand promissory note and, upon termination of the 
Loan and the pledge agreement, will be secured by 2,300,000 shares of 
the Company until all payments of principal and interest owed to the 
Company are made. This receivable will be recorded at fair value by the 
Company only when its collectability is reasonably assured.

The Company risks losing a maximum amount of $2.3 million plus 
interest and penalties, without taking into consideration the net 
proceeds arising from the disposal of the 9,500,000 pledged shares of 
the Company. The Company has not required any consideration in 
exchange for this Guarantee. 

As at December 31, 2012 and 2011, no receivable from the borrower 
was recorded in the consolidated financial statements given that 
collectability was not reasonably assured.

Concurrent with this settlement agreement being reached, an amended 
and restated loan agreement was entered into between the borrower 
and the Company requiring the borrower to fully repay the Company 
no later than March 31, 2013. Furthermore, should certain stock price 
thresholds be reached, the Company may require the borrower to 
pay the outstanding balance of the loan. This amended and restated 
loan agreement received shareholder approval at the May 5, 2010 
Annual and Extraordinary Meeting of the shareholders. The said loan 
is secured by a pledge in favor of the Company by the borrower of 
9,500,000 shares of the Company stock.  The loan is also secured by 
a pledge in favor of the Company by Invhealth Capital Inc. (a wholly-
owned subsidiary of a senior officer of the Company) of all its shares 
of the borrower and by a pledge in favor of the Company by the senior 
officer of the Company of all of his shares of Invhealth Capital Inc. On 
March 7, 2013, the Company and Invhealth Holding Inc. entered into 
a Re-Amended and Restated Loan Agreement pursuant to which the 
term of the loan was changed from March 31, 2013 to March 31, 2016, 
subject to shareholder approval.  

Included in the trade and other payables in the statement of financial 
position is an amount of $46,000 due to a manager of the Company as 
at December 31, 2012 ($35,000 as at December 31, 2011).

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Following a consulting agreement entered into with a director of the 
Company, success fees of 5% of the relevant proceeds received by the 
Corporation, for a total of $600,000 are payable to said director. As at 
December 31, 2012, $500,000 remained unpaid (nil for the year ended 
December 31, 2011). However, pursuant to the terms and conditions 
of said consulting agreement, the Company will not be required to 
pay more than $250,000 per year to said director pursuant to said 
agreement. The remaining amounts owed will be paid over the coming 
years and all payments will be subject to the previously mentioned 
$250,000 annual cap.

During the year ended December 31, 2012, the Company provided 
development services to NantPro and recognized revenues from the 
rendering of services of $1.5 million. As at December 31, 2012, the 
Company had a balance receivable from NantPro of $438,000.

FINANCIAL INSTRUMENTS
CREDIT RISK
Credit risk is the risk of financial loss to the Company if a customer, 
partner or counterparty to a financial instrument fails to meet its 
contractual obligations and arises principally from the Company’s 
cash, investments, receivables and share purchase loan to an officer. 
The carrying amount of the financial assets represents the maximum 
credit exposure. The financial instruments that potentially expose the 
Company to credit risk are primarily cash, restricted cash and trade 
accounts receivables. The Company invests its cash in high quality 
commercial paper issued by government agencies and financial 
institutions and diversifies its investments in order to limit its exposure 
to credit risk, while following approved investment guidelines. The 
Company reviews a new customer’s credit history before extending 
credit and conducts regular reviews of its existing customers’ credit 
performance.

LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its 
financial obligations as they come due. Given the Company’s current 
revenue expectations there is significant uncertainty as whether it 
will have sufficient working capital to fund its current operating and 
working capital requirements for the next 12 months. To the extent 
that the Company does not believe it has sufficient liquidity to meet 
its current obligations, the Management considers securing additional 
funds through equity, debt or partnering transactions. The Company 
manages its liquidity risk by continuously monitoring forecasts and 
actual cash flows. Accounts payable and accrued liabilities are due 
within the current operating period.

MARKET RISK
Market risk is the risk that changes in market prices, such as interest 
rates and foreign exchange rates will affect the Company’s income or 
the value of its financial instruments.

Interest Risk
The majority of the Company’s debt is at a fixed rate. There is limited 
exposure to interest rate risk.

Foreign Exchange Risk
The Company is exposed to the financial risk related to the fluctuation 
of foreign exchange rates. The Company operates in the United 
Kingdom and in the U.S. and a portion of its expenses incurred and 
revenues generated are in US dollar and in pound sterling. Financial 
instruments potentially exposing the Company to foreign exchange risk 
consist principally of cash, receivables, accounts payable and accrued 
liabilities and long-term debt. The Company manages its foreign 
exchange risk by holding foreign currencies to support forecasted cash 
outflows in foreign currencies. The majority of the Company’s revenues 
are in US dollars and in pound sterling which mitigates foreign 
exchange risk.

RISK FACTORS 
For a more detailed discussion of risk factors which could impact the 
Company’s results of operations and financial position, please refer to 
its Annual Information Form filed on www.sedar.com

OVERSIGHT OF RELIABILITY OF DISCLOSURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer, as of March 25, 2013, and its 
Chief Financial Officer are responsible for establishing and maintaining 
the Company’s disclosure controls and procedures. They are assisted 
in this responsibility by the other Officers of the Company. This group 
requires that it be fully appraised of any material information affecting 
the Company so that it may evaluate and discuss this information and 
determine the appropriateness and timing of public release.

The Chief Executive Officer and the Chief Financial Officer, after 
evaluating the effectiveness of the Company’s disclosure controls 
and procedures as at December 31, 2012, have concluded that the 
Company’s disclosure controls and procedures are adequate and 
effective to ensure that material information relating to the Company 
and its subsidiaries would have been known to them.

INTERNAL CONTROL OVER FINANCIAL REPORTING 
Internal control over financial reporting (“ICFRs”) are designed to 
provide reasonable assurance regarding the reliability of the Company’s 
financial reporting and compliance with IFRS in its financial statements. 
The Company’s Chief Executive Officer and Chief Financial Officer, 
together with other members of management have designed and 
evaluated the ICFRs to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with IFRS. This 
design evaluation included documentation activities, management 
inquiries and other reviews as deemed appropriate by management in 
consideration of the size and the nature of the Company’s business. 
As at December 31, 2012, management assessed the effectiveness of 
the Company’s ICFRs and, based on that assessment, concluded that 
the Company’s ICFRs was effective and that there were no material 
weaknesses in our ICFRs.

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ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF PROMETIC LIFE SCIENCES INC. 
For the years ended December 31, 2012 and 2011 

INDEPENDENT AUDITORS’ REPORT
TO THE SHAREHOLDERS OF PROMETIC LIFE SCIENCES INC.
We have audited the accompanying consolidated financial statements of ProMetic Life Sciences Inc. (the “Company”), which comprise the 
consolidated statements of financial position as at December 31, 2012 and 2011, and the consolidated statements of operations and comprehensive 
loss, changes in shareholders’ equity (deficiency) and cash flows for the years then ended, and a summary of significant accounting policies and other 
explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International 
Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated 
financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with 
Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to 
obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The 
procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial 
statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation 
and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not 
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of 
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the 
consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. 

OPINION
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of ProMetic Life Sciences Inc. as at 
December 31, 2012 and 2011, and its financial performance and its cash flows for the years then ended in accordance with International Financial 
Reporting Standards.

EMPHASIS OF MATTER
Without qualifying our opinion, we draw attention to note 1 in the consolidated financial statements which indicates that the Company incurred a 
net loss of $424,000 during the year ended December 31, 2012 and as of that date, the Company had an accumulated deficit of $246,470,000. These 
conditions, along with other matters as set forth in note 1, indicate the existence of a material uncertainty that may cast doubt on the Company’s ability 
to continue as a going concern.

Montreal, Canada
March 25, 2013

1 CPA auditor, CA public accountancy permit no. A120254

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 
(See governing statutes, nature of operations and going concern uncertainty - note 1)
(In thousands of Canadian dollars)

As at   
December 31,   
2012   

As at
December 31,
2011

ASSETS (note 18)
Current assets 
Cash 
Accounts receivable (note 6) 
Share subscription receivable (note 20) 
Inventories (note 7) 
Prepaid expenses 

Restricted cash (note 8) 
Other investment (note 9) 
Investment in an associated company (note 10) 
Capital assets (note 11) 
Licenses and patents (note 12) 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) 
Current liabilities 

Bank loan and other loan (note 13) 
Trade and other payables (note 14) 
Promissory notes from shareholders (note 15) 
Deferred revenues (note 16) 
Repayable government grants and finance lease obligations (note 17) 
Current portion of long-term debt provided by shareholders (note 18) 
Current portion of advance on revenues from a supply agreement (note 19) 

Long-term portion of lease inducement 
Long-term portion of government grant and finance lease obligations (note 17) 
Long-term debt provided by shareholders (note 18) 
Advance on revenues from a supply agreement (note 19) 

SHAREHOLDERS’ EQUITY (DEFICIENCY) 
Share capital (note 20) 
Share capital to be issued (note 20 a) 
Contributed surplus  
Future investment rights  
Accumulated other comprehensive income 
Deficit 
Equity (deficiency) attributable to owners of the parent 
Non-controlling interests 

$ 

$ 

 $  

1,205   
4,750   
9,822   
1,238   
303   
17,318   

198   
27   
69   
1,127   
4,252   
22,991   

1,636   
5,094   
250   
2,355   
560   
600   
2,576   
13,071   

226   
4   
3,417   
454   
17,172   

  224,741   
9,822   
11,762   
6,542   
207   
  (246,470 ) 
6,604   
(785 ) 
 5,819   
22,991   

$ 

The accompanying notes are an integral part of the consolidated financial statements. 

Commitments (note 24) 
Contingencies (note 31) 
Subsequent events (note 32) 

On behalf of the Board 

Director 

Director 

$ 

$ 

$ 

 275 
1,438 
 - 
 1,243 
 228 
 3,184 

 233 
 27 
 - 
 928 
 4,320 
 8,692 

 752 
 7,091 
 817 
 447 
 733 
 750 
 1,223 
 11,813 

 183 
 13 
 3,411 
 1,840 
 17,260 

   220,777 
 - 
 10,132 
 6,542 
 159 
 (246,051 )
(8,441 )
 (127 )
 (8,568 )
8,692 

$ 

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 
(See governing statutes, nature of operations and going concern uncertainty - note 1)
(In thousands of Canadian dollars  except for per share amounts)

Revenues (note 5) 

Expenses 

Costs of goods sold  
Research and development expenses rechargeable 
Research and development expenses non-rechargeable 
Administration and marketing expenses 
Loss on foreign exchange 
Impairment of licenses and patents 
Impairment of other investment (note 9) 
Loss on extinguishment of debt (note 18) 
Finance costs (note 23) 
Share of net profit of an associated company (note 10) 
Net loss 

Other comprehensive loss  

Change in unrealized exchange differences on translation of financial 
  statements of foreign subsidiaries 
Total comprehensive loss 

Net loss attributable to: 

Owners of the parent 
Non-controlling interests 

Total comprehensive loss attributable to: 

Owners of the parent 
Non-controlling interests 

Earnings (Loss) per share 
Basic and diluted earnings (loss) per share attributable to the owners  
  of the parent 
Weighted average number of outstanding shares (in thousands) 
For supplemental operations information, see note 23 
The accompanying notes are an integral part of the consolidated financial statements.  

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2011

2012 

$23,321  

$17,589 

 5,326  
 2,647  
 7,663  
 5,966  
 116  
 49  
 -  
 497  
 1,483  
 (2) 
($424) 

 1,854 
 1,351 
 9,879 
 5,789 
 140 
 68 
 25 
 387 
 1,363 
 - 
($3,267)

 48  
($376) 

 (96)
($3,363)

 234  
 (658) 
($424) 

$282  
 (658) 
($376) 

($2,554)
 (713)
($3,267)

($2,650)
(713)
($3,363)

$0.00  
 421,073  

($0.01)
 373,635 

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) 
(See governing statutes, nature of operations and going concern uncertainty - note 1)
(In thousands of Canadian dollars)

 Contributed Surplus 

Share  
Stock-based 
capital   compensation  Warrants 

Foreign 
currency 
translation 
reserve 

Future 
 investment 
 rights 

Non-
  controlling 

Total
interets  deficiency 

Deficit 

Total 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$

Balance at January 1st, 2011 

215,266 

2,400 

 6,422  

255  

6,542 

(243,438) 

 (12,553) 

 (914) 

(13,467)

Loss for the year 
Issuance of shares to  
  non-controlling interest  
Foreign currency translation reserve 
Share issue expenses 
Stock-based compensation 
Issuance of shares (note 20 a) 
Issuance of warrants  

 -  

 -  
-  
-  
 -  
5,511 
 -  

 -  

 -  

 -  
 -  
 -  
311 
 -  
 -  

 -  
 -  
 -  
 -  
 -  
999 

 -  

 -  
 (96) 
 -  
 -  
 -  
 -  

 -  

 -  
 -  
 -  
 -  
 -  
 -  

 (2,554) 

 (2,554) 

 (713) 

(3,267)

 -  
 -  
 (59) 
 -  
 -  
 -  

- 
 (96) 
 (59) 
 311  
 5,511  
 999  

 1,500  
 -  
 -  
 -  
 -  
 -  

 1,500 
 (96)
 (59)
 311 
 5,511 
 999 

Balance at December 31, 2011 

220,777 

2,711 

7,421 

 159  

 6,542  

 (246,051) 

 (8,441) 

 (127) 

 (8,568)

 -  
Loss for the year 
 -  
Foreign currency translation reserve 
 -  
Share issue expenses 
 -  
Stock-based compensation 
Issuance of shares (note 20 a) 
3,964 
Share capital to be issued (note 20 a)  9,822 
 -  
Issuance of warrants  

 -  
 -  
 -  
505 
 -  
 -  
 -  

 -  
 -  
 -  
 -  
 (56) 
 -  
1,181 

 -  
 48  
 -  
 -  
 -  
 -  
 -  

 -  
 -  
 -  
 -  
 -  
 -  
 -  

 234  
 - 
 (653) 
 -  
 -  
 -  
 -  

 234  
 48  
 (653) 
505  
 3,908  
 9,822  
 1,181  

 (658) 
 -  
 -  
 -  
 -  
 -  
 -  

 (424)
 48 
 (653)
 505 
 3,908 
 9,822 
 1,181 

Balance at December 31, 2012 
The accompanying notes are an integral part of the consolidated financial statements. 

234,563 

3,216 

8,546 

207 

6,542 

 (246,470) 

6,604 

 (785) 

5,819

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CONSOLIDATED STATEMENTS OF CASH FLOWS 
(See governing statutes, nature of operations and going concern uncertainty - note 1)
(In thousands of Canadian dollars)

Cash flows used in operating activities 
  Net loss 
  Adjustments to reconcile net loss to cash flows 
     used in operating activities 
        Expenses paid with shares 
        Finance costs 
        Share of net profit in an associated company 
        Impairment of licenses and patents 
        Loss on disposal of capital assets 
        Licensing revenues 
        Impairment of an investment 
        Finance lease 
        Loss on extinguishment of debt 
        Stock-based compensation 
        Advance on revenues from a supply agreement 
        Unrealized foreign exchange loss (gain) 
        Depreciation of capital assets 
        Amortization of license and patents  

  Change in working capital items (note 28) 

Cash flows from financing activities 
  Proceeds from share and warrant issuance 
  Shares issued to non-controlling interest 
  Share issue expenses 
  Interest paid 
  Promissory notes from shareholders 
  Issuance of bank and other loans 
  Issuance of a repayable government grant 
  Issuance of a long-term debt provided by a shareholder 
  Repayment of promissory notes from shareholders 
  Repayment of a repayable government grant and finance leases 
  Repayment of other loan 
  Repayment of the advance on revenues from a supply agreement 

Cash flows used in investing activities  
  Disposal of an investment  
  Additions to capital assets  
  Additions to licenses and patents 

Net change in cash during the year 
Net effect of currency exchange rate on cash 
Cash, beginning of the year 
Cash, end of the year 
For supplemental cash flow information, see note 28 

The accompanying notes are an integral part of the consolidated financial statements. 

Years ended December 31,

2012 

$(424) 

 45  
 704  
(2) 
49  
 2  
 (474) 
 -  
 -  
497  
 505  
 133  
 2  
 301  
 478  
 1,816  
(3,949) 
 (2,133) 

3,270  
 -  
 (122) 
 286  
 100  
 884  
 -  
 -  
(260) 
 (226) 
 -  
 (238) 
 3,694  

 35  
 (487) 
 (267) 
 (719) 

842  
 88  
 275  
$1,205 

2011

$(3,267) 

 216  
 841 
 - 
 68  
 - 
 (10,003) 
 25 
 25 
 387 
 311 
 143 
 (14)
 322 
 436
 (10,510)
 3,148 
 (7,362)

 4,827 
 1,500 
 (59)
 107 
 997 
 752 
 1,162 
 500 
 (180)
 (462)
 (652)
 - 
 8,492 

 - 
 (371)
(655)
(1 026)

104 
 (81) 
 252 
 $275 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
Years ended December 31, 2012 and 2011 
(in thousands of Canadian dollars, except share and per share amounts or as otherwise specified)

1.  GOVERNING STATUTES, NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY

ProMetic Life Sciences Inc. (“ProMetic” or the “Company”), incorporated under the Canada Business Corporations Act, is an international 
biopharmaceutical company engaged in the research, development, manufacturing and marketing of a variety of applications developed from its 
own exclusive technology platform. The Company owns proprietary technology essential for use in the large-scale purification of drugs, genomics 
and proteomics products as well as medical and therapeutic applications. The Company’s head office is located in Laval, Québec, Canada.

These consolidated financial statements have been prepared on the basis of the going concern assumption, which assumes that the Company 
will realize its assets and discharge its liabilities in the normal course of business. The use of these principles may not be appropriate because, 
as at December 31, 2012, there is significant doubt that the Company will be able to continue as a going concern without achieving profitable 
operations or raising additional financial resources. Since inception, the Company has incurred losses and has an accumulated deficit of $246,470 
as at December 31, 2012. To date, the Company has financed its activities through collaboration and licensing agreements, bank loans, government 
financial support, investment tax credits and the issuance of debt and equity. Subsequent to December 31, 2012, the Company received the 
share subscription receivable of $9,822 from a strategic equity investment with Shenzhen Hepalink Pharmaceuticals Co. Ltd. (see note 20) and 
completed the renegotiation of the repayment terms of $4,000 of the long-term debt provided by shareholders (note 15). While this provides 
improvement in the Company’s near-term liquidity, the Company’s committed cash obligations and expected level of expenditures for the next 12 
months exceed its committed sources of funds.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the ongoing support of its lenders and the continued 
activity of its core business including the advancement of collaboration and licensing agreements for pipeline projects, and raising  additional 
financing either from the issuance of shares or long-term debt on acceptable commercial terms. There can be no assurance of the success of the 
Company’s operations, on its plans to achieve profitability, nor on its access to further financing which may be required to execute these plans.

These consolidated financial statements do not reflect the adjustments that might be necessary to the carrying amount of reported assets, liabilities 
and revenues and expenses and the consolidated statement of financial position classification used if the Company were unable to continue 
operations in accordance with the going concern assumption. Such adjustments could be material.

2.  SIGNIFICANT ACCOUNTING POLICIES  

a)  Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued 
by the International Accounting Standards Board (“IASB”) and were authorized for issue by the Board of Directors on March 25, 2013. 

b)  Basis of measurement 

The consolidated financial statements have been prepared on a historical cost basis, except for cash and restricted cash, which have been 
measured at fair value.

c)  Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the parent Company’s functional currency.

d)  Basis of consolidation

The consolidated financial statements include the accounts of ProMetic Life Sciences Inc., and those of its subsidiaries ProMetic BioSciences 
Inc., ProMetic BioProduction Inc. (also referred to as “Newco”), ProMetic BioSciences (USA), Inc., ProMetic BioSciences Ltd., ProMetic 
BioTherapeutics Inc., ProMetic BioTherapeutics Ltd., ProMetic Manufacturing Inc., BSafE Inc. and Pathogen Removal and Diagnostic 
Technologies Inc. (hereinafter referred to as “PRDT”). The financial statements of the subsidiaries are prepared for the same reporting period 
as the parent company, using consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full 
upon consolidation.

e)  Investment in an associated company

The Company’s investment in its associate, NantPro BioSciences, LLC (“NantPro”) is accounted for using the equity method. An associate is an 
entity in which the Company has significant influence. Under the equity method, the investment in the associate is carried on the consolidated 
statement of financial position at cost plus post acquisition changes in the Company’s share of net assets of the associate. 

The consolidated statement of operations and comprehensive loss reflects the Company’s share of the results of operations of the associate. 
When there has been a change recognised directly in the equity of the associate, the Company recognises its share of any changes and  
discloses this, when applicable, in the consolidated statement of changes in shareholder’s equity (deficiency). Profits and losses resulting  
from transactions between the Company and the associate are recognized in the Company’s consolidated financial statements only to  
the extent of unrelated investors’ interests in the associate. 

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After application of the equity method, the Company determines whether it is necessary to recognise an additional impairment loss on its 
investment in its associate. The Company determines at each reporting date whether there is any objective evidence that the investment in  
the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable 
amount of the associate and its carrying value and recognises the amount in the ‘share of profit of an associate’ in the consolidated statement  
of operations.

Upon loss of significant influence over the associate, the Company measures and recognises any retaining investment at its fair value. Any 
difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and 
proceeds from disposal is recognised in profit or loss.

f)  Financial instruments 

The classification and measurement of the Company’s financial instruments are as follows:

Financial assets at fair value through profit and loss
Cash and restricted cash are respectively classified and designated as financial assets at fair value through profit and loss. They are measured at 
fair value and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss.

Loans and receivables
Accounts receivable and share subscription receivable, excluding tax credits receivable and sales taxes receivable, are classified as loans and 
receivables. They are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method. 

Available-for-sale assets
The convertible preferred shares of AM-Pharma Holding B.V., a private company, are classified as available-for-sale and are measured at cost.

Financial liabilities
Bank and other loans, trade and other payables, promissory notes from shareholders, repayable government grants and advance on revenues 
from a supply agreement are classified as other financial liabilities. They are measured at amortized cost using the effective interest method.

Long-term debt provided by shareholders, finance leases obligations and advance on revenues from a supply agreement are classified as other 
financial liabilities. They are measured at amortized cost, using the effective interest method. Financing costs are applied against long-term 
debt.

Impairment of investments
When, in management’s opinion, there has been a significant or prolonged decline in value of an investment, the investment is written down to 
recognize the loss. In determining the estimated realizable value of its investment, management relies on its judgment and knowledge of each 
investment as well as on assumptions about general business and economic conditions that prevail or are expected to prevail. 

g)  Inventories

Inventories of raw materials, work in progress and finished goods are valued at the lower of cost and net realizable value. Cost is determined  
on a first in, first out basis.

h)  Capital assets

Capital assets are recorded at cost less any government assistance, accumulated depreciation and accumulated impairment losses, if any. 

  Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as described below. 

  Asset 

Leasehold improvements 
Equipment and tools 

  Office equipment and furniture 

Computer equipment 

Rate/period
Lease term of 2.5 to 15 years 
5 and 10 years
5 years
5 years

  The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any  

changes in estimates accounted for on a prospective basis.

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The gain or loss arising on the disposal or retirement of a capital asset is determined as the difference between the sales proceeds and its 
carrying amount and is recognized in profit or loss.

i)  Government assistance 

Government assistance programs, including investment tax credits on research and development expenses, are reflected as reductions to 
the cost of the assets or to the expenses to which they relate and are recognized when there is reasonable assurance that the assistance will be 
received and all attached conditions are complied with.

Where government assistance is received in the form of a repayable working capital grant, it is recorded as a liability.

j)  Licenses and patents

Licenses and patents were acquired separately and include acquired rights as well as licensing fees for product manufacturing and marketing. 
They are carried at cost less accumulated amortization. Amortization is calculated over the estimated useful lives of the licenses and patents 
acquired using the straight-line method over a period of 12-20 years and are assessed for impairment at each reporting date when there are 
indicators of impairment present. The estimated useful lives and amortization method are reviewed at the end of each reporting period, with 
the effect of any changes in estimates being accounted for on a prospective basis. The amortization expense is recognized in the consolidated 
statements of operations and comprehensive loss in the expense category consistent with the function of the intangible assets.

Expenditure on research activities is recognized as an expense in the period during which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if,  
and only if, all of the following have been demonstrated:

•	 the	technical	feasibility	of	completing	the	intangible	asset	so	that	it	will	be	available	for	use	or	sale;

•	 the	intention	to	complete	the	intangible	asset	and	use	or	sell	it;

•	 the	ability	to	use	or	sell	the	intangible	asset;

•	 how	the	intangible	asset	will	generate	probable	future	economic	benefits;

•	 the	availability	of	adequate	technical,	financial	and	other	resources	to	complete	the	development	and	to	use	or	 
	 sell	the	intangible	asset;	and

•	 The	ability	to	measure	reliably	the	expenditure	attributable	to	the	intangible	asset	during	its	development.

To date, the Company has not deferred any development costs.

k)  Impairment of tangible and intangible assets 

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether  
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset  
is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an 
individual asset, the Company estimates the recoverable amount of the cash-generating unit (CGU) (i.e. the smallest identifiable group of  
assets that generates cash inflows that are largely independent of the cash inflows from other assets, groups of assets or CGUs) to which the  
asset belongs. Where a reasonable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual CGUs, 
or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the 
risks specific to the asset for which the estimates of future cash flows have not been adjusted. 

An impairment loss is recognized when the carrying amount of an asset or a CGU exceeds its recoverable amount by the amount of this excess. 
An impairment loss is recognized immediately in profit or loss in the period during which the loss is incurred. Where an impairment loss 
subsequently	reverses,	the	carrying	amount	of	the	asset	or	CGU	is	increased	to	the	revised	estimate	of	its	recoverable	amount;	on	reversal	of	an	
impairment loss, the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment 
loss been recognized for the asset or CGU in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss.

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l)  Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns and other 
similar allowances.

The Company earns revenues from research and development services, license fees and sale of goods, which may include multiple elements. 
The individual elements of each agreement are divided into separate units of accounting, if certain criteria are met. The applicable revenue 
recognition method is then applied to each unit. Otherwise, the applicable revenue recognition criteria are applied to combined elements as a 
single unit of accounting.

Rendering of services
Revenues from research and development services are recognized using the proportional performance method. Under this method, revenues 
are recognized proportionally with the degree of completion of the services under the contract when it is probable that the economic benefits 
will flow to the Company and revenue and costs associated with the transaction can be measured reliably.

Licensing fees
Certain license fees are comprised of up-front fees and milestone payments. Up-front fees are recognized over the estimated term during which 
the Company maintains substantive obligations. Milestone payments are recognized as revenue when the milestone is achieved, customer 
acceptance is obtained and the customer is obligated to make performance payments. Certain license arrangements require no continuing 
involvement by the Company. Non-refundable license fees are recognized as revenue when the Company has no further involvement or 
obligation to perform under the arrangement, the fee is fixed or determinable and collection of the amount is reasonably assured.

Sale of goods 
Revenue from the sale of goods is recognized when all the following conditions are satisfied:

•	 The	Company	has	transferred	to	the	buyer	the	significant	risks	and	rewards	of	ownership	of	the	goods;

•	 The	Company	retains	neither	continuing	managerial	involvement	to	the	degree	usually	associated	with	ownership	nor	effective	control	 
	 over	the	goods	sold;

•	 The	amount	of	revenue	can	be	measured	reliably;

•	 It	is	probable	that	the	economic	benefits	associated	with	the	transaction	will	flow	to	the	entity;	and;

•	 The	costs	incurred	or	to	be	incurred	in	respect	of	the	transaction	can	be	measured	reliably.

Amounts received in advance of meeting the revenue recognition criteria are recorded as deferred revenue on the consolidated statements of 
financial position.

  m) Foreign currency translation

The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. 
Each of the Company’s entities determines its own functional currency and items included in the financial statements of each entity are 
measured using that functional currency.

i) Transactions and balances 
Transactions in foreign currencies are initially recorded by the Company and its entities at their respective functional currency rates prevailing 
at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot 
rate of exchange ruling at the reporting date. All differences are taken to the consolidated statements of operations and comprehensive loss. 
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of 
the initial transactions.

ii) Group companies
The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date 
and their statements of operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences 
arising on the translation are recognised in other comprehensive income (loss). On disposal of a foreign operation, the component of other 
comprehensive income (loss) relating to that particular foreign operation is recognised in the consolidated statement of operations and 
comprehensive loss.

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n)  Income taxes 

The Company uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized in the 
consolidated statement of financial position for the future tax consequences attributable to differences between the consolidated financial 
statements carrying values of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are 
measured using income tax rates expected to apply when the assets are realized or the liabilities are settled. The effect of a change in income 
tax rates is recognized in the year during which these rates change. Deferred income tax assets are recognized to the extent that it is probable 
that future tax profits will allow the future tax assets to be recovered. 

o)  Share-based payments

The Company has a stock-based compensation plan and applies the fair value method. The fair value of stock options granted is determined 
at the appropriate measurement date using the Black-Scholes option pricing model, and is generally expensed over the vesting period of 
the options. Awards with graded vesting are considered to be multiple awards for fair value measurement and stock-based compensation 
calculation. In determining the expense, the Company deducts the number of awards that are expected to be forfeited at the time of grant 
and revises this estimate, if necessary, in subsequent years if actual forfeitures differ from those estimates. The Company’s policy is to issue new 
shares upon the exercise of stock options. 

p)  Share issue expenses

The Company records share issue expenses as an increase to the deficit.

q)  Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready 
for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are recognized in profit or loss in 
the period during which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of 
funds. No borrowing costs have been capitalized by the Company as there are no assets which take a substantial period of time to get ready for 
their intended use or sale.

3.  SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATION UNCERTAINTY

The preparation of these consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported 
amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and 
assumptions could result in material adjustments to assets or liabilities affected in future periods.

Significant  judgments

Revenue recognition

  During the year ended December 31, 2012, the Company signed revenue agreements which provided, among other payments, upfront payments 
in exchange for licenses and other access to intellectual property. This required careful judgment to assess whether these payments were received 
in exchange for the provision of goods or services which had stand-alone value to the customer.

Consolidated financial statements
In determining that the Company did not control, but had only significant influence in  the investment in an associated company described in note 
10, consideration was given to the composition of the entity’s board of directors and the manner in which key operating and financing decisions 
will be made.  A conclusion that the Company controlled the investment would have required that its assets and liabilities and results of operations 
be consolidated with those of the Company, along with the elimination of all inter-company transactions. 

Functional currency
The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and 
conditions have resulted in a change. During the year ended December 31, 2012, no changes were deemed necessary.  In addition, judgment 
is applied the treatment and amount of the currency translation of inter-company loans in order to determine if they form part of the parent 
company’s net investment in the foreign subsidiary.  This treatment results in foreign currency adjustments from translation recorded in other 
comprehensive (loss) income. 

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Impairment of tangible and intangible assets

  Whether an asset is impaired requires management to determine whether there is an indication of impairment based on the consideration of 

external and internal indicators. If an indication of impairment exists, management must determine if the carrying value of the asset exceeds its 
recoverable amount. 

The Company’s Therapeutics segment has approximately 34% of the Company’s aggregate capital assets and licenses and patents (2011 - 36%) for 
which a nominal amount of revenue was recognized in 2012 and 2011.  Supporting a judgment that the indicators of the impairment of these assets 
are not present is an assessment of detailed business plans and recent business development activity directly related to these assets.

The Company rewiewed its previous assumptions in relation to the useful life of its assets and concluded that no changes were incurred.

Estimates and assumptions

Fair value of restricted stock units 
The fair value of the restricted stock units discussed in note 20 e) based on an estimation of the probability of the successful achievement of a 
number of performance conditions, as well as the timing of their achievement.  The final expense is only determinable when the outcome will be 
known, which will be in 2013.  

Accounting for loan modifications
As described in note 18 (b), when the terms of a loan are modified, it is often accounted for as a derecognition of the carrying value of the 
pre-modified loan and the recognition of a new loan at fair value.  In the determination of fair value, the Company uses a discounted cash flow 
technique which includes inputs that are not based on observable market data and inputs that are derived from observable market data.  In the 
case of its loan modifications, where available, the Company seeks comparable interest rates.  If unavailable, it uses those considered appropriate 
for the risk profile of a company in the industry. 

4.  STANDARDS ISSUED BUT NOT YET EFFECTIVE

Standards issued but not yet effective up to the date of issuance of the Company’s financial statements are listed below. This listing of standards and 
interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when 
applied at a future date. The Company intends to adopt these standards when they become effective.

IAS 1 Financial Statement Presentation – Presentation of Items of Other Comprehensive Income (OCI)
The amendments to IAS 1 change the grouping of items presented in OCI. Items that could be reclassified (or ‘recycled’) to profit or loss at a 
future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The 
amendment becomes effective for annual periods beginning on or after July 1, 2012. The Company is currently evaluating the potential impact of 
this new standard.

IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9 as issued reflects the first phase of the IASB’s work on the replacement of IAS 39, “Financial Instruments: Recognition and Measurement” 
and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for annual 
periods beginning on or after January 1, 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. 
The Company is currently evaluating the potential impact of this new standard.

IFRS 10 Consolidated Financial Statements
IFRS 10 replaces the portion of IAS 27, “Consolidated and Separate Financial Statements”, that addresses the accounting for consolidated financial 
statements. It also includes the issues raised in SIC-12, “Consolidation - Special Purpose Entities”. IFRS 10 establishes a single control model that 
applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant 
judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements 
that were in IAS 27. This standard becomes effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating 
the potential impact of this new standard.

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IFRS 12 Disclosure of Involvement with Other Entities
IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures 
that were previously included in IAS 31, “Interests in Joint Ventures” and IAS 28, “Investments in Associates”. These disclosures relate to an entity’s 
interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. This standard 
becomes effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the potential impact of this new 
standard.

IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required 
to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. This standard 
becomes effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the potential impact of this new 
standard.

5.  REVENUES 

Year ended 
  December 31, 2012 

Year ended
 December 31, 2011

Revenues from the sale of goods 
Revenues from the rendering of services 
Licensing revenues 

See note 29 for an analysis of revenues by major products and services.

6.  ACCOUNTS RECEIVABLE

    Trade 
    Tax credits receivable (note 13) 
    Sales taxes receivable 
    Other 

7.  INVENTORIES

    Raw materials 
    Work in progress and finished goods 

$  11,548  
   5,343  
  6,430 

  23,321  

2012 

$   2,622  
   1,893  
 149  
 86  

$   4,750  

  2012 

$ 
730 
  508 

$  1,238 

$   5,198 
   2,388 
 10,003 

  17,589

2011

$ 
207
  1,102
87
42

$  1,438

  2011

$ 
611
  632

$  1,243

  During the year ended December 31, 2012, total inventories in the amount of $ 5,326 ($1,854 for the year ended December 31, 2011) were 

recognized as cost of goods sold. 

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8. 

 RESTRICTED CASH
The restricted cash is composed of a guaranteed investment certificate, bearing interest at 0.35% per annum (two guaranteed investment 
certificates at December 31, 2011, bearing interest at 1.0% and 0.25%, respectively), pledged as collateral for a letter of credit to a landlord in the 
amount of $130 as at December 31, 2012 ($168 as at December 31, 2011 for two letters of credit), which automatically renews until the end of the 
lease. Restricted cash also includes a Grant Treasury Deposit for a total of $68 as at December 31, 2012 ($65 as at December 31, 2011), pledged in 
favour of the Isle of Man government for grants received.

9.  OTHER INVESTMENT

The investment is composed of convertible preferred shares of AM-Pharma Holding B.V., a private company based in the Netherlands. During the 
year ended December 31, 2012, no impairment was recorded to the investment ($25 for the year ended December 31, 2011). 

10. INVESTMENT IN AN ASSOCIATED COMPANY
  On June 29, 2012, the Company and an unrelated partner established an entity, NantPro BioSciences, LLC (“NantPro”) for the purposes of 

developing and commercialising a plasma-derived biopharmaceutical product for the US market. 

At inception, in exchange for 66.66% of the equity units in NantPro, the Company contributed a license to certain of its intellectual property. The 
other investor in NantPro, NantWorks LLC (“NantWorks”), contributed $2,548 (US$ 2,500,000) in exchange for 33.33% of the equity units.  The 
Company measured the initial cost of its investment in NantPro based on the implied fair value of its contribution to the extent attributable to the 
other investor. Consequently, the initial cost of the investment amounted to $1,699 (US$1,667,000), with a corresponding recognition of licensing 
revenue. Concurrent with the initial investment, the Company also granted access to a specific protein to NantPro (the “Technology Access Fee”) for 
a non-refundable amount of $2,549 (US$ 2,500,000). Of this sum, $102 (US$ 100,000) has been deferred as at December 31,2012. The Company 
recognized $815 (US$ 800,160) as licensing revenue, which is based on the extent of the other investor’s interest. The balance of $1,632  
(US$ 1,599,840) was recorded as a reduction in the carrying amount of the investment.

As a result of the composition of Nantpro’s board membership, the manner and timing in which substantive financing and operation decisions 
will be made, and that NantWorks has the current right to make additional capital contributions that could ultimately decrease the Company’s 
investment to 10% of the equity units. The Company has determined that it does not control the investment, but does have the ability to exercise 
significant influence and will therefore account for it as an associate. The contributions will be used by NantPro to pay the Company to carry out 
the development and manufacturing costs of a plasma-derived product. The additional capital contributions by NantWorks will result in dilution 
gains or losses and corresponding adjustments in the carrying value of the investment.

  During the year ended December 31, 2012, the Company provided development services to NantPro and recognized revenues from the rendering 

of services of $1,549. As at December 31, 2012, the Company had a balance receivable from NantPro of $438.

The unaudited summarized financial information of NantPro as at December 31, 2012 is as follows:

Current assets 
  Non-current assets 
Current liabilities 

  Non-current liabilities 

Equity 

$86
7,375

 -   
 -   

7,461

The Company’s share of NantPro’s loss and other adjustments to the carrying amount of its investment for the year ended December 31, 2012 are 
as follows:

Carrying amount of the investment - January 1 
Initial investment 
Activity during the year: 
  Share of net losses 
  Net dilution gains  
Share of net profit of an associated company 
Carrying amount of the investment - December 31 

2012

 -   
$67 

 (952)
954
 2
69

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11. CAPITAL ASSETS

Leasehold 
improvements 

Equipment 
and tools 

Office equipment 
and furniture 

Computer 
Equipment 

Cost 

$ 

$ 

Balance at January 1, 2011 
Additions 
  Disposals 

Effect of foreign exchange differences 

Balance at December 31, 2011 
Additions 
  Disposals 

Effect of foreign exchange differences 

 2,168  
 224  
 (29) 
 36  

 2,399  
 -    
 (5) 
 47  

 3,227  
 63  
 (87) 
 27  

 3,230  
 461  
 -    
43  

Balance at December 31, 2012 

 2,441  

 3,734  

  Depreciation and impairment losses 

Balance at January 1, 2011 
  Depreciation charge for the year 
  Disposals 

Effect of foreign exchange differences 

Balance at December 31, 2011 
  Depreciation charge for the year 
  Disposals 

Effect of foreign exchange differences 

Balance at December 31, 2012 

Carrying amounts 

At December 31, 2011 
At December 31, 2012 

 2,087  
 59  
 (29) 
35  

 2,152  
 62  
 (5) 
 47  

 2,256  

 2,640  
 129  
 (87) 
 32  

2,714  
 182  
 -    
 32  

 2,928  

 247  
 185  

 516  
 806  

$ 

 512  
 71  
 (19) 
 2  

 566  
 6  
 -    
 4  

 576  

 423  
 77  
 (19) 
 2  

 483  
 22  
 -  
 4  

 509  

 83  
 67  

Total

$

 6,584 
371 
 (158)
 72 

 6,869 
 491 
 (32)
 99 

$ 

 677  
13  
 (23) 
 7  

674  
 24  
 (27) 
 5  

 676  

 7,427 

 551  
 57  
 (23) 
 7  

 592  
 35  
 (25) 
 5  

 607  

 5,701 
 322 
 (158)
 76

 5,941 
 301 
 (30)
 88 

 6,300 

 82  
 69  

 928 
 1,127 

  During the year ended December 31, 2012, the Company recorded a loss on disposal of capital assets of $2 (nil for the year ended December 31, 2011). 

The unpaid capital assets as at December 31, 2012 was $4 (nil for the year ended December 31, 2011).

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12. LICENSES AND PATENTS

Cost
Balance at January 1, 2011 
Additions 
Impairment 
Effect of foreign exchange differences 

Balance at December 31, 2011 
Additions 
Impairment 
Effect of foreign exchange differences 

Balance at December 31, 2012 

Accumulated amortization and impairment 

Balance at January 1, 2011 
Amortization expense 
Impairment 
Effect of foreign exchange differences 

Balance at December 31, 2011 
Amortization expense 
Impairment 
Effect of foreign exchange differences 

Balance at December 31, 2012 

Carrying amounts

At December 31, 2011 
At December 31, 2012 

Licenses 
$ 

Patents 
$ 

3,831  
 -    
 -    
 9  

3,840  
 -    
 -    
10  

3,850  

2,228  
231  
 -    
 3  

2,462  
231  
 -    
5  

2,698  

1,378  
1,152  

 3,118  
 655  
 (83) 
 32  

3,722  
420  
 (63) 
44  

4,123  

585  
205  
 (15) 
 5  

780  
247  
 (14) 
10  

1,023  

2,942  
3,100  

Total
$

 6,949 
 655 
 (83)
 41 

7,562 
420 
 (63)
54 

7,973 

2,813 
436 
 (15)
 8 

3,242 
478 
 (14)
15 

3,721 

4,320 
4,252 

  During the ended December 31, 2012, an amount of $49 was written off for patents ($68 for the year ended December 31, 2011) following its 

monthly impairment reviews, which was conducted in order to identify licenses and patents that are no longer used by the Company. The unpaid 
licenses and patents as at December 31, 2012 was $153 (nil for the year ended December 31, 2011).

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13. BANK AND OTHER LOANS

Bank loan for an authorized amount of $803 (500,000 GBP)
bearing interest at 10 % and repayable in equal monthly
instalments of $67 (41,250 GBP) over a 12 month period with the
final payment due on December 30, 2013. The loan was made to
a subsidiary of the Company, ProMetic BioSciences Ltd, and is
also guaranteed by the Company. 

Loan from Investissement Québec for an authorized
amount of $833 in 2012 ($752 in 2011) related to
research and development tax credits (see note 6),
collateralized by a hypothec for that amount on all present
and future research and development tax credits bearing interest at
prime plus 4 % (7% as at December 31, 2012 and
2011). The loan is repayable upon receipt of the tax
credits (1). 

 2012 

 2011

$ 

 803  

$ 

 - 

 833  

  752 

$  752 
(1) The loan from Investissement Québec is collateralized by a personal guarantee provided by an officer who is also a director of the Company. The 

$  1,636  

loan was repaid in full in February 2013 upon receipt of research and development tax credits (note 32). 

14. TRADE AND OTHER PAYABLES

Trade  

  Other payables 

 2012 

$  2,353  
  2,741  

$  5,094  

 2011

$ 4,431 
 2,660 

$ 7,091

The other payables consist principally of accruals in relation to trade payables. Smaller sums relating to salaries payable, vacation payable and 
statutory benefit payable are also included.

15. PROMISSORY NOTES FROM SHAREHOLDERS
  During the year ended December 31, 2012, the Company signed an unsecured promissory note in favor of a shareholder for a total amount 

received of $100 ($997 for the year ended December 31, 2011). 

A total of $667 was reimbursed to shareholders during the year ended December 31, 2012 ($180 was reimbursed during the year ended December 
31, 2011). Included in this total is a promissory note of $407 that was retired by the lender as partial-consideration toward the Technology Access 
Fee (note 10).  The balance of that Technology Access Fee was paid in cash.

All promissory notes are payable on demand, are unsecured and bear interest at a rate of 12% (weighted average rate of 9% as  
at December 31, 2011). 

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16. DEFERRED REVENUES

Deferred service revenues 
Deferred product sales 
Deferred license fees 

 2012 

$ 
 589  
  1,666  
  100 

$  2,355  

 2011

$  160 
  287 
-

$  447

17. REPAYABLE GOVERNMENT GRANTS AND FINANCE LEASE OBLIGATIONS

(a) Repayable government grants

  During May, 2011 and September 2011, the Company’s wholly-owned subsidiary, ProMetic Biosciences Limited, secured an interest-free, repayable 
working capital grant from the Isle of Man Government Department of Economic Development for the sum of $474 (GBP 300,000), which was 
repayable in six equal monthly installments starting six months from the initial drawdown of the grant and for the sum of $790 (GBP 500,000), 
which was repayable by December 31, 2011 against revenues from a $4,000 follow-on purchase order pursuant to a long-term supply agreement 
entered into with a customer in 2009. This grant of GBP 500,000 bears interest at 5% per annum. Both grants were renegotiated into a single 
instrument, during the second quarter of 2012 which is now repayable, in one installment, no later than February 23, 2013 and bears interest at 
5%.  The funds have been granted for working capital purposes in a subsidiary of the Company, ProMetic Biosciences Limited. Subsequent to 
December 31, 2012, the loan was renegotiated (note 32).

As at December 31, 2012, an amount of $551 (GBP 340,858) ($720 (GBP 456,246) as at December 31, 2011) was outstanding. 

(b) Finance lease obligations

  Obligations under finance leases of $13 bearing interest at 1.08% (from 1.08% to 13.87% as at December 31, 2011), payable in monthly 

installments of $0.7 ($0.4 to $0.7 as at December 31, 2011) and maturing in July 2014 (from August 2012 to July 2014 as at December 31, 2011).

18. LONG-TERM DEBT PROVIDED BY SHAREHOLDERS

Loans from a director (a) 
Other loans (b) 

Less: current portion of long-term debt 

(a)  Loans from a director

 2012 

 600  
$ 
 3,417  
  4,017  
  600  
$  3,417  

 2011

$   750 
 3,411 
  4,161 
  750 
$  3,411

Loan from a director of the Company for an amount of $250 bearing interest at a rate of 15 %, repayable on demand. The promissory note 
was converted into a loan agreement during the year ended December 31, 2011 having the same terms and conditions. During the year ended 
December 31, 2012, an amount of $150 plus interest of $34 due under the loan was reimbursed to the director by issuing 1,373,572 shares.

Loan for an amount of $500 from a company controlled by the aforementioned director. The loan, which was subject to a fee of $45, also bears 
interest at the rate of 12% per annum and was originally due to mature on October 31, 2011, but the term has been indefinitely extended with 
the permission of the lender and is repayable on demand. During the year ended December 31, 2012, an amount of $100 representing the fees 
of $45 and $55 of interest due under the debt were reimbursed to the director by issuing 768,036 shares. 

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The Company granted a second rank hypothec on the universality of the movable property of the Company and a subsidiary.

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(b) Other loans:

1) Loan for an initial principal amount of $2,000 that could reach an amount of $5,000 under certain conditions. The loan is secured by 
hypothecs in the amount of $6,000 granted by the Company and a subsidiary on the universality of their movable property. In March 2010,  
the Company repaid an amount of $1,000 of the loan.

  On December 31, 2010, the Company and the lender signed a letter of intent to extend the payment terms of the debt from March 23, 2011 
to July 1, 2012 for consideration to be mutually agreed upon within 30 days of the signing of the letter of intent. On January 24, 2011, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 1,335,828 fully paid common shares and 714,285 
warrants with an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest has been 
charged to the Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the shares and 
warrants issued as consideration for the renegotiation, is 37.50%). The renegotiation created a debt extinguishment for accounting purposes. 
Consequently, the loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment of debt in the amount of 
$65. The fair value of $633 was estimated using discounted future cash flows and the residual was allocated to the warrants and shares in the 
amounts of $167 and $200, respectively.

  On December 31, 2011, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2012 to July 
1, 2013 for consideration to be mutually agreed upon within 45 days of the signing of the letter of intent. On February 2, 2012, the repayment 
terms were formally renegotiated and the Company agreed to issue to the lender 960,000 fully paid common shares and 714,285 warrants with 
an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest was charged to the 
Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the shares and warrants issued 
as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting purposes. Consequently, the 
loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment of debt in the amount of $124. The fair value 
of $638 was estimated using discounted future cash flows and the residual was allocated to the warrants and shares in the amounts of $237 and 
$125, respectively. The carrying value of the loan as at December 31, 2012 was $854 ($853 as at December 31, 2011).

  On December 31, 2012, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2013 to 
July 1, 2014 for consideration to be mutually agreed upon within 60 days of the signing of the letter of intent. On February 20th, 2013, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 260,869 fully paid common shares and 188,679 
warrants with an exercise price of $0.53 per share, exercisable for a period of two years. As per the new agreement, no cash interest was charged 
to the Company for this extension. The loan was therefore reclassified as a long-term liability as at December 31, 2012. The renegotiation will 
be accounted for as a debt extinguishment for accounting purposes in February 2013.

2) Loan for an initial principal amount of $500 that could reach an amount of $1,000 under certain conditions. The loan is secured by 
hypothecs of $1,000 granted by the Company and a subsidiary on the universality of their movable property.

  On December 31, 2010, the Company and the lender signed a letter of intent to extend the payment terms of the debt from June 3, 2011 
to July 1, 2012 for consideration to be mutually agreed upon within 30 days of the signing of the letter of intent. On January 24, 2011, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 476,272 fully paid common shares and 357,142 
warrants with an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest has been 
charged to the Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the shares and 
warrants issued as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting purposes. 
Consequently, the loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment of debt in the amount of 
$59. The fair value of $317 was estimated using discounted future cash flows and the residual was allocated to the warrants and shares in the 
amounts of $112 and $71, respectively.

  On December 31, 2011, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2012 to July 
1, 2013 for consideration to be mutually agreed upon within 45 days of the signing of the letter of intent. On February 2, 2012, the repayment 
terms were formally renegotiated and the Company agreed to issue to the lender 480,000 fully paid common shares and 357,142 warrants with 
an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest was charged to the 
Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the shares and warrants issued 
as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting purposes. Consequently, the 
loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment of debt in the amount of $62. The fair value 
of $319 was estimated using discounted future cash flows and the residual was allocated to the warrants and shares in the amounts of $119 and 
$62, respectively. The carrying value of the loan as at December 31, 2012 was $428 ($426 as at December 31, 2011).

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  On December 31, 2012, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2013 to 
July 1, 2014 for consideration to be mutually agreed upon within 60 days of the signing of the letter of intent. On February 20th, 2013, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 130,434 fully paid common shares and 94,340 
warrants with an exercise price of $0.53 per share, exercisable for a period of two years. As per the new agreement, no cash interest was charged 
to the Company for this extension. The loan was therefore reclassified as a long-term liability as at December 31, 2012. The renegotiation will 
be accounted for as a debt extinguishment for accounting purposes in February 2013.

3) Loan for a principal amount of $500. The loan is secured by hypothecs of $500 granted by the Company and a subsidiary on the universality 
of their movable property. On December 31, 2010, the Company and the lender signed a letter of intent to extend the payment terms of the 
debt from August 21, 2011 to July 1, 2012 for consideration to be mutually agreed upon within 30 days of the signing of the letter of intent. On 
January 24, 2011, the repayment terms were formally renegotiated and the Company agreed to issue to the lender 377,963 fully paid common 
shares and 357,142 warrants with an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no 
cash interest has been charged to the Company for this extension. The loan bears no stated interest (the effective interest rate, taking into 
account the shares and warrants issued as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for 
accounting purposes. Consequently, the loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment 
of debt in the amount of $93. The fair value of $317 was estimated using discounted future cash flows and the residual was allocated to the 
warrants and shares in the amounts of $127 and $57, respectively.

  On December 31, 2011, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2012 to July 
1, 2013 for consideration to be mutually agreed upon within 45 days of the signing of the letter of intent. On February 2, 2012, the repayment 
terms were formally renegotiated and the Company agreed to issue to the lender 480,000 fully paid common shares and 357,142 warrants with 
an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest was charged to the 
Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the shares and warrants issued 
as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting purposes. Consequently, the 
loan was derecognized and a new loan recognized at fair value, creating a loss on extinguishment of debt in the amount of $62. The fair value 
of $319 was estimated using discounted future cash flows and the residual was allocated to the warrants and shares in the amounts of $119 and 
$62, respectively. The carrying value of the loan as at December 31, 2012 was $428 ($426 as at December 31, 2011).

  On December 31, 2012, the Company and the lender signed a letter of intent to extend the maturity date of the debt from July 1, 2013 to 
July 1, 2014 for consideration to be mutually agreed upon within 60 days of the signing of the letter of intent. On February 20th, 2013, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 130,435 fully paid common shares and 94,339 
warrants with an exercise price of $0.53 per share, exercisable for a period of two years. As per the new agreement, no cash interest was charged 
to the Company for this extension. The loan was therefore reclassified as a long-term liability as at December 31, 2012. The renegotiation will 
be accounted for as a debt extinguishment for accounting purposes in February 2013.

4) Non-interest bearing loans for principal amounts of $1,500, $500, $470 and $250. The loans are secured by hypothecs of $2,720 granted by 
the Company and a subsidiary on the universality of their movable property.

In May 2010, ProMetic repaid an amount of $720 of the loans. 

  On December 31, 2010, the Company and the lender signed a letter of intent to extend the payment terms of the two loans to July 1, 2012 

for consideration to be mutually agreed upon within 30 days of the signing of the letter of intent. On January 24, 2011, the repayment terms 
were formally renegotiated and the Company agreed to issue to the lender, for both loans, a total of 2,318,436 fully paid common shares and 
1,428,570 warrants with an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash interest 
has been charged to the Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the 
shares and warrants issued as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting 
purposes. Consequently, the loans were derecognized and new loans recognized at fair value, creating a loss on extinguishment of debt in the 
amount of $170. The fair values of the loans in the amount of $1,266 were estimated using discounted future cash flows and the residual was 
allocated to the warrants and shares in the amounts of $386 and $348, respectively.

  On December 31, 2011, the Company and the lender signed a letter of intent to extend the payment terms of the debt from July 1, 2012 to July 
1, 2013 for consideration to be mutually agreed upon within 45 days of the signing of the letter of intent. On February 2, 2012, the repayment 
terms were formally renegotiated and the Company agreed to issue to the lender, for both loans, a total of 1,920,000 fully paid common shares 
and 1,428,570 warrants with an exercise price of $0.14 per share, exercisable for a period of three years. As per the new agreement, no cash 
interest was charged to the Company for this extension. The loan bears no stated interest (the effective interest rate, taking into account the 
shares and warrants issued as consideration for the renegotiation, is 37.50%). The renegotiation was a debt extinguishment for accounting 

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purposes. Consequently, the loans were derecognized and new loans recognized at fair value, creating a loss on extinguishment of debt in the 
amount of $249. The fair values of the loans in the amount of $1,276 were estimated using discounted future cash flows and the residual was 
allocated to the warrants and shares in the amounts of $474 and $250, respectively. The carrying values of the loans as at December 31, 2012 
were $1,707 ($1,706 as at December 31, 2011).

  On December 31, 2012, the Company and the lender signed a letter of intent to extend the payment terms of the debt from July 1, 2013 to 
July 1, 2014 for consideration to be mutually agreed upon within 60 days of the signing of the letter of intent. On February 20th, 2013, the 
repayment terms were formally renegotiated and the Company agreed to issue to the lender 521,738 fully paid common shares and 377,359 
warrants with an exercise price of $0.53 per share, exercisable for a period of two years. As per the new agreement, no cash interest was charged 
to the Company for this extension. The loans were therefore reclassified as a long-term liability as at December 31, 2012. The renegotiation will 
be accounted for as a debt extinguishment for accounting purposes in February 2013.

The combined effect of the renegotiations that occurred in February 2012 and described in 1) to 4) above was a total loss on extinguishment of 
debt of $497 ($387 for 2011).

5) Loan of US$10,000,000 ($10,700) from Abraxis, originally issued in February 2010. The loan bore interest at a rate of 5% and was 
reimbursable in five annual installments. Abraxis had the option to request that each annual installment be converted into ProMetic common 
shares at the future prevailing market price at the time of the annual installment. 

  On March 31, 2011, the Company entered into an agreement with Abraxis, a wholly-owned subsidiary of Celgene Corporation, whereby the 

Company would assign certain intellectual property rights regarding a protein technology to Celgene Corporation for specific fields of use. As 
consideration for the assignment of the intellectual property rights, the US $10,000,000 loan entered into with Abraxis in February 2010 was 
forgiven. The agreement required the Company to comply with certain administrative milestones by February 9, 2012. Failure to meet these 
milestones would have resulted in a portion of the above loan being re-instated for an amount ranging from US$6,000,000 to US$8,000,000.  
For accounting purposes, the loan, including any accrued interest, was derecognized and the Company recognized licensing revenues in 
the amount of US$2,000,000 ($1,944) on March 31, 2011. The balance was recorded as deferred revenues and recognized in revenues upon 
meeting the required milestones.

In April 2011, one of the milestones was achieved. The Company recognized licensing revenues in the amount of US$2,000,000 ($1,897) 
during the second quarter ended June 30, 2011.

In February 2012, the Company announced that it signed a final agreement with Celgene Corporation relating to the above transaction for the 
assignment of intellectual property rights. The Company had satisfied all remaining administrative milestones pertaining to the March 31, 2011 
agreement during the fourth quarter ended December 31, 2011 and, as a result, met the conditions for recognizing the remaining licensing 
revenues amounting to US$6,000,000 ($6,162).

19.  ADVANCE ON REVENUES FROM A SUPPLY AGREEMENT

Advance on revenues from a supply agreement for an initial amount of $3,400 (GBP 2,000,000) that could reach an amount of $4,250 (GBP 
2,500,000), which was deemed to be the fair value at inception, bears interest at a rate of 5% per annum. The advance is repayable as revenues are 
received under the supply agreement as products are supplied. The advance has a five-year term and the balance due at the maturity date in 2014 
is repayable in cash. The current portion of the advance on revenues from a supply agreement was determined as a percentage of the expected 
product sales in the coming 12 months using forecasts from the customer, under the supply agreement. During the year ended December 31, 
2012, a net reduction in the advance in the amount of $238 was made related to products supplied under the agreement. During the year ended 
December	31,	2011,	no	products	were	supplied	by	the	Company;	as	such	there	was	no	reduction	in	the	advance	in	2011.

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20. SHARE CAPITAL

Authorized and without par value:

  Unlimited number of common shares, participating, carrying one vote per share, entitled to dividends.

  Unlimited number of preferred shares, no par value, issuable in one or more series.

Issued and fully paid common shares 
Share purchase loan to an officer, without interest and
  due February 15, 2013 (*) 

Balance at end of the period 

   2012 

  2011

Number 

 Amount 

  Number 

 Amount

432,531,873 

$  225,191 

 396,193,349 

$  221,227

 (450) 

$  224,741 

 (450)

$  220,777

(*) The share purchase loan to an officer was extended for 45 days, having a new maturity date of February 15, 2013. The terms of the loan   
  were again renegotiated on March 7, 2013, subject to shareholder approval, as described in note 32.

a)  Share capital: 
  Changes in the issued and outstanding common shares were as follows:

Issued and fully paid

Balance at January 1, 2011 
Issued for cash 
Issued in relation to debt renegotiation (note 18) 
Payment of expenses 
Exercise of options 
Balance at December 31, 2011 

Issued for cash 
Issued in relation to debt renegotiation (note 18) 
Reimbursment of principal, interest and 
  fees related to loans from a director  
Exercise of warrants 
Payment of expenses 
Balance at December 31, 2012 

To be issued 

Balance at January 1, 2012 
Share subscription receivable 
Balance at December 31, 2012 

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Number of
shares  

353,164,339  
36,322,272  
4,508,499  
 2,098,239  
 100,000  
 396,193,349  

 28,499,996  
3,840,000  

 2,141,608  
 1,125,000  
 731,920  
 432,531,873  

 -  
48,147,053  
 48,147,053  

Amount

 $ 215,266 
 4,602 
 676 
 216 
 17 
 $ 220,777 

 $  2,903 
 499 

 284 
 191 
 87 
 $ 224,741 

 $  

 - 
   9,822 
 9,822 
$ 

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2012

  During the year ended December 31, 2012, the Company issued a total of 28,499,996 shares and 6,345,451 warrants for private placements for  
a total consideration of $3,135. The warrants had an exercise price of $0.18 per share and exercisable for two years. The net proceeds were 
allocated to share capital and warrants (contributed surplus) based on their relative fair values.  The fair value of the warrants was estimated using 
the Black-Scholes option pricing model using a weighted average volatility of 93%, an expected life of two years and a weighted average risk-free 
interest rate of 1.23%. As a result of these issuances, share capital was increased by an amount of $2,903 and contributed surplus was increased by 
an amount of $232.

  On October 15, 2012, the Company entered into a private placement agreement with a strategic investor to issue 48,147,053 common shares at an 
agreed upon price of $0.204 per common share, for gross proceeds of approximately $9,822. As the share subscription was receivable at December 
31, 2012, the shares were considered to be outstanding, including in the computation of the earnings (loss) per share and the diluted earnings 
(loss) per share. The share subscription receivable was received and the shares issued on January 7, 2013. The shares are not freely tradable before  
three years.

In February 2012, the Company issued 3,840,000 common shares following the renegotiation with its lenders to extend the payment terms of the 
loans as described in note 18.

The Company also issued 2,141,608 shares for the reimbursement of principal, interest and fees related to loans from a director for a total $284 
(note 18). The Company issued 1,125,000 shares for the exercise of warrants. As a result of this issuance, the share capital was increased by $191.

Finally, 731,920 shares were issued to suppliers for the payment of $87 of expenses. 

Share issue expenses related to the above were $653 and were recorded as an increase of the deficit.

2011

  During the first three quarters of the year 2011, the Company issued a total of 23,185,910 shares for private placements for a total consideration of 
$3,355. In the fourth quarter of the year ended December 31 2011, the Company issued 13,136,362 shares and 5,261,545 warrants, with an exercise 
price of $0.18 per share and exercisable for two years, resulting in gross proceeds of $1,455. The net proceeds were allocated to share capital and 
warrants (contributed surplus) based on their relative fair values.  The fair value of the warrants was estimated using the Black-Scholes option 
pricing model using a weighted average volatility of 0.91%, an expected life of two years and a weighted average risk-free interest rate of 0.96%. As a 
result of these issuances, share capital was increased by an amount of $1,247 and contributed surplus was increased by an amount of $208.

In January 2011, the Company issued 4,508,499 common shares following the renegotiation with the lenders to extend the payment terms of the 
loans as described in note 18. A total of 2,098,239 shares were issued for payment of expenses in the amount of $216.

Finally, 100,000 shares were issued for a total consideration of $17, resulting from the exercise of options granted in the past 

Share issue expenses related to the above were $59 and were recorded as an increase of the deficit.

b)  Warrants and Rights
  During the year ended December 31, 2012, 2,857,139 warrants with an estimated fair value of $949 were issued in relation to the renegotiation 
of the loans and 6,345,451 warrants with an estimated fair value of $232 were issued in connection with private placements. As at December 31, 
2012, the following warrants and rights to acquire shares were outstanding:

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  Warrants and rights 
to acquire shares 

Expiry date 

Exercise price

375,000  
 1,454,546 
 1,945,454  
 1,861,545 
2,857,139 
909,090  
 1,254,545  
3,636,362  
 545,454  
 2,857,139  
 14,495,452  
 30,296,036  

April 2013 
October 2013 
November 2013 
December 2013 
January 2014 
March 2014 
April 2014 
May 2014 
June 2014 
February 2015 
February 2017 
February 2017 

$0.22 
$0.18 
$0.18 
$0.18 
$0.14 
$0.18 
$0.18 
$0.18 
$0.18 
$0.14 
$0.47 
$0.47

  The Company uses the Black-Scholes option pricing model to calculate the fair value of warrants and rights to acquire shares. During the year 
ended December 31, 2012, 9,202,590 warrants were issued having a fair value of $1,181 and expiring from March 2014 to February 2015. 
During the year ended December 31, 2011, 8,118,684 warrants were issued having a fair value of $999 and expiring in October 2013,  
November 2013, December 2013 and January 2014.

c)   Stock options:
  The Company has established a stock option plan for its directors, officers and employees or service providers. The plan provides that the 
aggregate number of shares reserved for issuance at any time under the plan and any other employee incentive plans may not exceed 
15,913,317 common shares. The new options issued may be exercised over a period not exceeding five years and one month from the date 
they were granted (with the exception of certain options which are either immediately vested on grant, or vest after one year from grant, most 
options vest 20% per annum, after one year following the date at which they were granted or immediately as they are granted). The exercise 
price is based on the average strike price of the five business days prior to the grant. As at December 31, 2012, the number of options still 
available to be issued is 2,896,179 (4,116,666 as at December 31, 2011).

  The following table summarizes the changes in the number of stock options outstanding over the last two years.

 Total number of options as at December 31, 2010 

Granted 
Exercised 
Forfeited  
Expired 

Total number of options as at December 31, 2011 

Granted 
Forfeited  
Expired 

Total number of options as at December 31, 2012 

Options 

8,987,451  
 2,765,750  
 (100,000) 
(127,900) 
 (471,250) 
11,054,051  
 3,957,000  
 (224,929) 
 (2,511,584) 
12,274,538  

Range of 
exercise price 

Number 
outstanding 

Weighted average 
remaining  
contractual life 
(in years) 

0.11 - 0.18 
0.19 - 0.40 

10,181,621  
2,092,917  

12,274,538  

3.33 
0.70 

2.88 

Weighted 
average  
exercise price 

0.15 
0.40 

0.19 

Number 
exercisable 

7,081,421  
1,804,417  

8,885,838  

Weighted
average exercise
price per share
0.33 
0.14 
0.17 
0.24 
0.37 
0.28 
0.13 
0.19 
0.51 
0.19

Weighted
average
exercise price

0.15 
0.40

0.20

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d)  Stock-based compensation:

The Company uses the Black-Scholes option pricing model (a binomial model) to calculate the fair value of options at the date of grant, using 
the following assumptions:

The fair value of each option granted was estimated on the grant date for purposes of determining stock-based compensation expense using 
the binomial option pricing model. The volatility measured at the standard deviation of continuously compounded share returns is based on 
statistical analysis of daily share prices over a historical period equal to the expected life of the option. The weighted average inputs into the 
model and the resulting grant date fair values were as follows: 

Expected dividend yield 
Expected volatility of share price 
Risk-free interest rate  
Expected life in years 
Weighted average grant date fair value  

Years ended December 31,

2012 

$ 0.00  
 88.52  %  
 1.32  %  

5 years 
$ 0.09  

2011

$ 0.00
 90.16  %
 1.72  % 

5 years
$ 0.09 

A compensation expense of $365 was recorded in the stock-based compensation for the year 2012 ($198 for the year 2011) as a result of stock 
options granted to directors, officers, employees and consultants. 

  The risk-free rate used in determining the fair value of the share option awards are based on the Government of Canada yield curve.

  The resulting fair value is expensed over the service period of one to five years on the assumption that 5.35% (5.67% in 2011) of the options will 

lapse over the service period as employees leave the Company.

e)  Restricted share units 

In May 2011, the Company granted a total of 3,200,000 equity-settled restricted share units (“RSUs”) to certain executive officers of the 
Company, as part of its incentive program designed to align the interests of its executives with those of its shareholders, and in accordance with 
its Long Term Incentive Plan (“LTIP”). The RSUs only vest upon achievement of various important corporate and commercial objectives that 
would create significant shareholder value.  

  The expense is evaluated taking into consideration the probability of each objective being reached and the estimated date (which cannot 

exceed December 31, 2013), upon which it is expected that each objective will likely be reached. 

  A compensation expense of $140 for the year ended December 31, 2012 ($113 for the year ended December 31, 2011) was recorded in the 

stock-based compensation. 

21. RELATED PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on 
consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are disclosed below  
and in other notes accordingly.

Camofi Guarantee

  On December 5, 2008, the Company entered into an agreement to provide a guarantee (the “Guarantee”) in favour of Camofi Master LDC 

(“Camofi”), relating to an amended and restated loan agreement (the “Loan”) that Camofi had provided to a company (the “borrower”) wholly-
owned by a senior officer of the Company. The Loan was originally contracted in December 2007 for the purposes of purchasing shares of the 
Company.

The Guarantee provides that the Company must be prepared to fulfill the borrower’s obligations with respect to the full payment of capital and 
interest for the Loan if the borrower is unable to do so. Any such payment shall be made within two days of receipt of notice of default from 
Camofi. Alternatively, the borrower can force Camofi to liquidate some or all of the shares of the Company that are held as collateral to cover the 
Loan. If called upon under the Guarantee, the Company may chose either to pay in cash or request that the borrower instruct Camofi to liquidate 
up to 2,300,000 shares of the Company to repay the Loan.

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In conjunction with the above, the Company entered into an agreement with the borrower providing that any payment made by the Company 
under the Guarantee immediately triggers an equivalent receivable from the borrower. This receivable bears interest at 10% per annum, is 
evidenced by a demand promissory note and, upon termination of the Loan and the pledge agreement, will be secured by 2,300,000 shares of the 
Company until all payments of principal and interest owed to the Company are made. This receivable will be recorded at fair value by the Company 
only when its collectability is reasonably assured.

The Company risks losing a maximum amount of $2,300 plus interest and penalties, without taking into consideration the net proceeds arising 
from the disposal of the 9,500,000 pledged shares of the Company. The Company has not required any consideration in exchange for this 
Guarantee. 

As at December 31, 2012 and 2011, no receivable from the borrower was recorded given that collectability was not reasonably assured.

Concurrent with this settlement agreement being reached, an amended and restated loan agreement was entered into between the borrower and 
the Company requiring the borrower to fully repay the Company no later than March 31, 2013. Furthermore, should certain stock price thresholds 
be reached, the Company may require the borrower to pay the outstanding balance of the loan. This amended and restated loan agreement 
received shareholder approval at the May 5, 2010 Annual and Extraordinary Meeting of the shareholders. The said loan is secured by a pledge in 
favor of the Company by the borrower of 9,500,000 shares of the Company stock.  The loan is also secured by a pledge in favor of the Company by 
Invhealth Capital Inc. (a wholly-owned subsidiary of a senior officer of the Company) of all its shares of the borrower and by a pledge in favor of the 
Company by the senior officer of the Company of all of his shares of Invhealth Capital Inc. Subsequent to year-end, on March 7, 2013, the loan was 
renegotiated, subject to shareholder approval, as described in note 32.

  Other related party transactions

Included in the trade and other payables in the statement of financial position is an amount of $46 due to a manager of the Company as at 
December 31, 2012 ($35 as at December 31, 2011).

Following a consulting agreement entered into with a director of the Company, success fees of 5% of the relevant proceeds received by the 
Corporation, for a total of $600, are payable to said director. As at December 31, 2012, $500 remained unpaid (nil for the year ended December 31, 
2011). However, pursuant to the terms and conditions of said consulting agreement, the Company will not be required to pay more than $250 per 
year to said director pursuant to said agreement. The remaining amounts owed will be paid over the coming years and all payments will be subject 
to the previously mentioned $250 annual cap.

Compensation of key management personnel
The remuneration of directors and other members of key management personnel during the years ended December 31, 2012 and 2011 was as 
follows:

Short-term employee benefits (1) 
Pension costs 

Stock-based compensation 

 Years ended December 31,

2012 

 2,983 
 98  

 366  
 3,447  

2011

 1,600 
 96 

 277 
 1,975 

(1) Short-term employee benefits include all fees paid to directors and for certain senior management employees, salaries, bonuses and the cost of 
other employee benefits. 

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22. CAPITAL DISCLOSURES

Bank and other loans 
Promissory notes from shareholders 
Repayable government grants and finance
  lease obligations  
Long-term debt provided by shareholders 
Shareholder’s equity (deficiency) 

  Cash 

  December 31, 
2012 
$   1,636  
 250  

 564  
   4,017  
   5,819  
  (1,205) 
$  11,081 

 December 31,
2011
 752
 817

$ 

 746
   4,161
  (8,568)
   (275)
$ (2,367)

The Company’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, administration 
and marketing expenses, working capital and overall capital expenditures, including those associated with patents and trademarks. The Company 
makes every effort to manage its liquidity to minimize dilution to its shareholders, whenever possible. The Company is not subject to externally 
imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended 
December 31, 2011.

23. INFORMATION INCLUDED IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

a) Government assistance

  Gross research and development expenses 
 Research and development tax credits 

b) Finance costs 

Interest on long-term debt  
Interest on bank loan, other loan and other interest expenses 

c) Wages and salaries 

  Wages and salaries 

Employer’s benefits 
Pension costs 
 Stock-based compensation 
 Total employee benefit expense 

24. COMMITMENTS

December 31, 
  2012 

December 31,
  2011

$  11,267  
   (957) 
 10,310  

  1,250  
233  
  1,483  

   9,649  

845  
316  
 505  
 11,315  

$  12,229 
   (999)
  11,230 

  1,195 
168 
   1,363 

   8,890 

 760 
264 
 311 
 10,225 

The Company has total commitments in the amount of $12,591 under various operating leases for the rental of offices, production plant, and 
laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

2013 
2014 
2015 
2016 
 2017 and thereafter 

   1,888
   1,730 
  1,760 
   1,823 
  5,390 
$  12,591

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The total rental expenses for the year ended December 31, 2012 amounted to $1,835 ($2,243 as at December 31, 2011).

a)  In April 2006, the Company paid the American Red Cross an amount of US$1,000,000 for an exclusive license for access to and use of 

intellectual property rights for the Plasma Protein Purification System (“PPPS”) project. ProMetic will collect revenues derived from any 
licensing activities, such as royalties on net sales, lump sum amounts and/or milestone payments. ProMetic will pay a royalty to the American 
Red Cross of 12% of all revenues derived from sales of products to third parties. Also, every year, an annual minimum royalty of US$30,000 is 
payable.

b)  An officer of the Company is entitled to receive royalties based on the sales of certain products made available to ProMetic before joining the 
Company. These royalties are 0.5% of net sales or 3% of revenues received by the Company. This employee also has the exclusive right to 
commercialize these products should ProMetic decide to stop developing and/or commercializing them, subject to mutually acceptable terms 
and conditions. To date, no royalties have been accrued or paid.

c)  In the normal course of business, the Company enters into license agreements for the market launching or commercialization of intellectual 
property. Under these licenses, including those mentioned above, the Company has committed to pay royalties ranging generally between 
0.5% and 10% of net sales from products it commercializes.

25. PENSION PLAN

The Company contributes to a defined contribution pension plan for all of its permanent employees. The Company matches most employees’ 
contributions up to 4% of their annual salary. The Company’s contributions for the year amounted to $316 ($316 in 2011).

26. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

December 31, 
2012 

December 31,
2011

Financial assets 

  Held-for-trading

Cash, measured at fair value 

  Restricted cash, measured at fair value 

Loans and receivables
Accounts receivable and share purchase loan to
   an officer, recorded at amortized cost 
Share subscription receivable recorded at amortized cost 

Available-for-sale
Convertible preferred shares of AM-Pharma, recorded at cost 

Financial liabilities 

  Other financial liabilities

Bank and other loans, measured at amortized cost 

Trade and other payables, measured at amortized cost 

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Repayable government grants and finance leases, measured at amortized cost 

Long-term debt provided by shareholders, measured at amortized cost 

Advance on revenues from a supply agreement, measured at amortized cost 

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50

$  1,205  
  198  
  1,403  

  3,158 
  9,822 
 12,980 

27 
 14,410  

$  1,636  

  5,094  

 250  

 564  

  4,017  

  3,030  

  14,591  

$ 
 275 
   233 
 508 

 699
-
  699

 27 
  1,234 

$ 

 752 

  7,091 

 817 

 746 

  4,161 

  3,063 

  16,630

 
 
 
 
 
 
  
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
Fair value hierarchy

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that 
reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – valuation based on quoted prices observed in active markets for identical assets or liabilities.

Level	2	–	valuation	techniques	based	on	inputs	that	are	quoted	prices	of	similar	instruments	in	active	markets;	quoted	prices	for	identical	or	similar	
instruments	in	markets	that	are	not	active;	inputs	other	than	quoted	prices	used	in	a	valuation	model	that	are	observable	for	that	instrument;	and	
inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – valuation techniques with significant unobservable market inputs.

A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

a)  Fair value:
  The carrying value of cash, accounts receivable, share subscription receivable, restricted cash, bank loan, other loan, trade and other payables, 
promissory notes from shareholders and repayable grants equals their fair value because of the near-term maturity of these instruments.  

  The other loans are carried at their amortized cost, which approximates fair value due to the use of discount rates the Company would expect 
for similar loans. The carrying value of the repayable government grant and the advance on the revenues from a supply agreement are 
considered to approximate fair value as the rates are similar to those the Company would expect for similar loans having the same maturities 
and relationships with the lenders. 

b)  Financial risk management
  The Company has exposure to credit risk, liquidity risk and market risk.

  The Company’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company’s policies on an 

ongoing basis to ensure that these risks are appropriately managed.

i)  Credit risk:
  Credit risk is the risk of financial loss to the Company if a customer, partner or counterparty to a financial instrument fails to meet its 

contractual obligations, and arises principally from the Company’s cash, investments, receivables and share subscription receivable and share 
purchase loan to an officer. The carrying amount of the financial assets represents the maximum credit exposure. 

  The financial instruments that potentially expose the Company to credit risk are primarily cash, restricted cash and trade accounts receivable. 

  The Company reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit 

performance.

  The Company evaluates accounts receivable balances based on the age of the receivable, credit history of the customers and past collection 

experience. As at December 31, 2012, there were doubtful amounts related to past due accounts as indicated in the following table:

    Trade and other receivables: 

    Current and not impaired 

Past due in the following periods
31 to 60 days 
61 to 90 days 
    Over 90 days 
    Allowance for doubtful accounts - over 90 days  

Trade receivables 
Other receivables 
Total accounts receivable 

December 31, 
2012 

December 31,
2011

$  1,308  

  1,298  
10  
 266  
   (260) 
  2,622  
 86  
$  2,708  

$   166 

 37 
 3 
   261
  (260)
   207
 43 
$   250

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  Trade receivables included amounts from three customers which represent approximately 90% (17%, 32%, 42%, respectively) of the 

Company’s total trade accounts receivable as at December 31, 2012 and four customers which represent approximately 87% (16%, 16%, 21% 
and 34%, respectively) of total trade accounts receivable as at December 31, 2011.

ii)  Liquidity risk:
  Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. Given the Company’s current 

revenue expectations, there is some uncertainty as to whether it will have sufficient working capital to fund its current operating and working 
capital requirements for the next 12 months. To the extent that the Company does not believe it has sufficient liquidity to meet its current 
obligations, management considers securing additional funds through equity, debt or partnering transactions (note 1). The Company manages 
its liquidity risk by continuously monitoring forecasts and actual cash flows.

As at December, 31, 2012

Less than 
3 months 

3 - 6 months 

6 months to  
1 year  

More than 
1 year 

Bank and other loans 
Trade and other payables 
Promissory notes from shareholders  
Repayable government grants and finance leases 
Long-term debt provided by shareholders  
Advance on revenues from a

 supply agreement 

$  1,636  
  5,094  
   250  
   553  
   600  

   549  

 $ 8,682  

$ 

 -  
 -  
 -  
 2  
 -  

  563  

$ 565  

$ 

 -  
 -  
 -  
 5  
 -  

  1,464  

$ 1,469  

Total

$  1,636 
  5,094 
250 
564 
  4,600 

$ 

 -  
 -  
 -  
 4  
  4,000  

   454  

  3,030 

$ 4,458  

$ 15,174 

  This table only covers liabilities and obligations, and does not anticipate any of the income associated with assets or rights.

iii) Market risk:
  Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s income or the 

value of its financial instruments.

a)  Interest risk
  The majority of the Company’s debt is at a fixed rate, therefore there is limited exposure to interest rate risk.

b)  Foreign exchange risk:
  The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in the United 

Kingdom and in the United States and a portion of its expenses incurred and revenues generated are in U.S dollars and in pound sterling. 
Financial instruments potentially exposing the Company to foreign exchange risk consist principally of cash, receivables, share subscription 
receivable, bank loan, trade and other payables, repayable government grants, and advance on revenues from a supply agreement. The 
Company manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies. The majority 
of the Company’s revenues are in U.S. dollars and in pound sterling which serve to mitigate the foreign exchange risk. 

  As at December 31, 2012, the Company is exposed to currency risk through the following assets and liabilities denominated respectively in U.S. 

dollars and pound sterling.

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In U.S. dollars 

     Cash  
     Accounts receivable 
     Trade and other payables 

Long-term debt provided by shareholders 

December 31, 2012 

December 31, 2011

US dollar 

CDN dollar 

US dollar 

CDN dollar

 326,720  
 1,357,670  
 (2,365,801) 
 -  

 325,053  
 1,350,746  
 (2,353,736) 
 -  

 2,710  
 89,746  
 (3,580,907) 
 (403,489) 

 2,756 
 91,271 
 (3,641,783)
 (410,348)

Net exposure 

(681,411) 

 (677,937) 

 (3,891,940) 

 (3,958,104)

In pound sterling 

     Cash  
     Accounts receivable 
     Bank loan 
     Trade and other payables 
     Repayable government grants 

Advance on revenues from a supply agreement  

December 31, 2012 

December 31, 2011

Pound Sterling 

CDN dollar  Pound Sterling 

CDN dollar

522,549  
 853,444  
 (496,102) 
(299,388) 
(340,858) 
(1,872,861) 

 845,380  
 1,380,702  
 (802,595) 
 (484,351) 
 (551,440) 
 (3,029,915) 

 104,968  
 209,351  
 -  
 (727,298) 
 -  
 (2,395,232) 

 165,839 
 330,753 
 - 
 (1,149,058)
 - 
 (3,784,227)

Net exposure 

 (1,633,216) 

 (2,642,219) 

 (2,808,211) 

 (4,436,693)

 Based on the above net exposures as at December 31, 2012, and assuming that all other variables remain constant, a 10 % depreciation 
or appreciation of the Canadian dollar against the U.S. dollar would result in a decrease or an increase of the consolidated net loss of 
approximately $68.

 A 10 % depreciation or appreciation of the Canadian dollar against the pound sterling would result in a decrease or an increase of the 
accumulated other comprehensive loss of approximately $264. The Company has not hedged its exposure to currency fluctuations.

27. INCOME TAXES

 Net loss 
Combined Canadian statutory income tax rate 
 Computed income tax provision 

 Decrease (increase) in income taxes resulting from: 
 Unrecorded potential tax benefit arising from current-period losses and

          other deductible temporary differences 

 Effect of tax rate differences in foreign subsidiaries 
 Non-taxable items 
 Future tax rate differences 

 December 31, 
2012 

 December 31, 
2011

$   (422) 
  26.9  % 
   (114) 

   (292) 
  (1,009)   
 1,415  
 -  

$  (3,267)
  28.4  %
   (928)

  3,936 
  (3,931)
 789 
 134 

$ 

 -  

$ 

 -

  The combined statutory tax rates were 26.9% for 2012 and 28.4% for 2011. As of January 1, 2012, the federal corporate tax rate decreased from  

16.5% to 15% thus explaining the decrease of the statutory income tax rate.

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Available temporary differences not recognized at the reporting date are as follows:

  Deferred tax assets not recognized at the reporting date: 

-  Tax losses (non capital) 
-  Tax losses (capital) 
-  Unused research and development expenses 
-  Unrealized loss on exchange rate 
-  Share issue expenses 
-  Interest expenses carried forward 
-  Trade and other payables 
-  Capital assets 
-  Licenses and patents 
-  Start-up expense 

December 31,  
2012 

 December 31, 

2011

$  102,544  
   37,924  
   19,243  
 2,585  
 634  
 2,624  
 2,066  
 775  
  1,662  
   6,399  
$  176,456  

$  102,180 
  37,203 
  19,243 
 1,861 
 448 
 4,656 
 2,281 
 724 
 1,677
   7,098 
$  177,371

As at December 31, 2012, The Corporation and its subsidiaries have non-capital lossess of $102,544 available to reduce future taxable income for 
which the benefits have not been recognized. These losses expire at various dates to 2032. 

As at December 31, 2012, the Company also had unused federal tax credits available to reduce future Canadian taxable income in the amount of 
$5,661 and expiring between 2020 to 2031. Those tax credits have not been recorded and no future income tax liability has been recorded with 
respect to those tax credits.   

If the Company were to recognize all deferred tax assets, profit would increase by $50,365

Canada 

Federal 

  Provincial 

Foreign
Countries

  Deductions: 

Research and development expenses, without time limit 
Share issue expenses 
Interest deductions carryover 

Losses carried forward expiring in: 

2013 
2014 
2015 
2016 
2017 
2018 
2019 
2020 
2021 
2022 
2023 
2024 
2025 
2026 
2027 
2028 
2029 
2030 
2031 
2032 

$  19,243  
 634  
 -  

  19,877  

$ 
 -  
   1,775  
 521  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
   6,455  
   6,164  
   8,491  
   3,151  
   3,681  
   4,944  
   5,703  
$  40,885  

$  28,198  
 634  
 -  

  28,832  

$ 
 -  
   1,382  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
   5,008  
   4,864  
   7,179  
   2,099  
   2,511  
   4,291  
   6,534  
$  33,868  

$ 

 - 
 - 
  2,624 

  2,624 

$ 

 - 
 - 
 - 
 - 
 - 
 - 
 - 
 - 
  1,443 
 - 
  2,345 
  3,153 
  2,464 
  3,492 
  8,364 
  8,500 
  3,340 
  7,911 
  7,567 
  1,410 
$  49,989

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The Company has tax losses which arose in the United Kingdom of $11,672 that are available indefinitely for offsetting against future taxable 
profits of the subsidiaries in which the losses arose.

28.  ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS

Change in working capital items 

Accounts receivable 
Inventories 
Prepaid expenses 
Trade and other payables  
Deferred revenues 

December 31, 
2012 

December 31,
2011

$  (3,278) 
 34  
 (74) 
  (2,501) 
 1,870  

$  (3,949) 

$ 
 360 
   (193)
 (7)
  2,810
   178

$  3,148

29. SEGMENTED INFORMATION 

The financial information is presented in two different operating segments, which are Therapeutics and Protein Technology.

In-house Therapeutics: This operating segment has lead compounds, namely PBI-1402 and analogues PBI-4419, which target unmet medical needs 
such as the treatment of fibrosis in patients with chronic kidney diseases and certain cancers, and the side effects associated with chemotherapy.

Protein Technology: This operating segment contains the financial information of the following activities:

BioTherapeutics: The developer of a unique, validated, state-of-the-art solution for plasma fractionation, the Plasma Protein Purification System (PPPSTM).

Bioseparation: Develops and markets bioseparation products based on applications of its patented Mimetic LigandTM technology.

Prion Capture/Pathogen Removal: Provides a technology platform that improves the safety profile of blood products and blood-derived therapeutics.

The accounting policies for the operating segments are the same as those outlined in note 2.

a)  Revenues and expenses by operating segments: 

For the year ended December 31, 2012

 Revenues 

Costs of goods sold 

 Research and development expenses rechargeable 

-  

 -  

Research and development expenses non-rechargeable 

   1,741  

Administration and marketing expenses 

Loss on foreign exchange  

Impairment of licenses and patents 

Loss on extinguishment of debt 

 Finance costs 

Share of net profit of an associated company 

 -  

 -  

 37  

 -  

 68  

 -  

Therapeutics 

Protein Technology 

Corporate 

Total

$ 

31  

$ 23,290  

$ 

 5,326  

 2,647  

   5,922  

556  

-  

10  

-  

 269  

 -  

-  

 -  

 -  

 -  

$ 23,321 

   5,326 

   2,647 

 7,663 

   5,410  

   5,966 

 116  

2  

497  

116 

49 

497 

   1,146  

 1,483 

(2) 

 (2)

(424)

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    Net profit (loss) 

  (1,815) 

 8,560  

  (7,169) 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
  
   
 
  
 
 
  
   
 
 
 
 
  
   
 
 
 
  
   
 
 
  
  
   
 
 
  
 
  
  
   
 
 
  
  
  
  
   
 
 
  
  
  
  
   
 
 
 
 
  
   
 
 
 
  
 
   
     
 
  
   
 
Therapeutics 

Protein Technology 

Corporate 

Total

$ 

 7  

 $  17,582  

$ 

  For the year ended December 31, 2011

  Revenues  

  Costs of goods sold  

  Research and development expenses rechargeable 

 -  

 -  

  Research and development expenses non-rechargeable 

  1,800  

 -  

 -  

 48  

 -  

 -  

 53  

 (1,894) 

  Administration and marketing expenses 

  Loss on foreign exchange  

  Impairment of licenses and patents 

  Impairment of investment 

  Loss on extinguishment of debt 

  Finance costs 

  Net profit (loss) 

Segmented information by operating segment

b)  Total assets by operating segments 

Therapeutics 
Protein Technology 
Corporate 

   1,854  

   1,351  

   8,079  

 575  

 -  

 20  

 25  

 -  

 207  

   5,471  

 -  

 -  

 -  

 -  

 $  17,589 

  1,854 

  1,351 

  9,879 

   5,214  

  5,789 

   140  

 -    

 -    

 140 

 68 

 25 

 387  

   387 

   1,103  

  1,363 

  (6,844) 

  (3,267)

December 31, 
2012 

December 31,
2011

$   3,675  
   8,790  
  10,526  

$  22,991  

$ 2,867
 5,464
  361

$ 8,692

  The investment in an associated company is included in the corporate operating segment.

c)  Capital assets and licenses and patents by operating segments 

 Therapeutics 
Protein Technology 
Corporate 

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December 31, 
  2012 

December 31,
  2011

$  1,828  
 3,520  
31  

$  5,379  

$ 1,865
 3,343
40

$  5,248

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d)  Acquisition of capital assets and licenses and patents by operating segments

Therapeutics 
Protein Technology 

  Corporate 

e)  Total liabilities by operating segments

Therapeutics 
Protein Technology 

  Corporate 

Segmented information by geographic segment 

f)  Total assets by geographic area

  Canada 
  United States 
  United Kingdom 

g)  Capital assets and licenses and patents by geographic area

Canada 
  United States 
  United Kingdom 

December 31, 
  2012 

December 31,
  2011

$   204  
   702  
 5  

$   911  

$  301
  695
30

$ 1,026

December 31, 
  2012 

December 31,
  2011

$ 1,315 
 9,739 
 6,118 

$ 17,172 

$ 1,910
 9,110
 6,240

$ 17,260

December 31, 
  2012 

December 31,
  2011

$ 14,420 
  2,968 
  5,603 

$ 22,991 

$ 3,450
 1,717
 3,525

$ 8,692

December 31, 
  2012 

December 31,
  2011

$  1,978  
  1,569  
  1,832  

$  5,379  

$ 2,059
 1,566
 1,623

$ 5,248

h)  Acquisition of capital assets and licenses and patents by geographic area 

December 31, 
  2012 

December 31,
  2011

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  Canada 
  United States 
  United Kingdom 

$   209  
   169  
   533  

$   911  

$  426
  356
  244

$ 1,026 

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i) Revenues by location

United States 
Austria 
Switzerland 
China 
Taiwan 
Germany 
United Kingdom 
South Korea 
Canada 
Other countries 

December 31, 
2012 

December 31,
2011

$   12,642  
   3,239  
   2,407  
   2,188  
  2,000  
 594  
 135  
 36  
35  
45  
$  23,321 

$  15,836 
 13 
 892 
 131 
 - 
 23 
 369 
 - 
 - 
 325 
$ 17,589

 Revenues are attributed to countries based on the location of customers and not the location of subsidiaries. 

The Company derives significant revenues from certain customers. During the year ended December 31, 2012, there were three customers who 
accounted for 47% (18%, 15% and 14% respectively) of total revenues in the protein technologies segment. In 2011, there were two customers 
who accounted for 80% (57% and 23% respectively) of total revenues, also in the protein technologies segment.

30. GOVERNMENT ASSISTANCE

The Company has received government grants from the Isle of Man Government for operating and capital expenditures. 

For grants received in 2005 and 2006, amounting to $1,073 and $80, respectively, the Isle of Man government reserves the right to reclaim in part 
or all of the grants should the Company leave the Isle of Man according to the following schedule – 100% repayment within five years of receipt, 
then a sliding scale after that for the next 5 years – 6 years 80%, 7 years 60%, 8 years 40%, 9 years 20%, 10 years 0%.

The grants received amounted to $93 in 2012 and $16 in 2011 and were recorded as a reduction of the related capital assets. 

  No provision has been made in these consolidated financial statements for any future repayment relating to the above agreement.

31. CONTINGENT LIABILITIES

In 2009, the Company was served with a lawsuit relating to a claim for payment for unpaid services for a total of $195. On the basis that the 
Company did not feel it was probable that this claim would be successful, no provision was made in the consolidated financial statements. During 
the year ended December 31, 2012, the Company received confirmation from its legal advisor that, pursuant to a judgment, the claim has been 
dismissed. 

  During the year ended December 31, 2012, the Company was served with a lawsuit in the Federal Court of Canada (Court) relating to a claim for 
infringement of two patents held by a third party plaintiff. The Company instructed outside legal counsel to prepare, serve and file a statement 
of defence on the infringement claims, in addition to a counterclaim requesting that the Court declare both patents invalid and unenforceable. 
Since the plaintiff has claimed unspecified damages and none of the allegations in the claim provide any information as to the basis upon which 
the plaintiff would be claiming monetary compensation and on the basis that the Company does not believe that this claim will be successful, the 
Company has not taken a provision in the consolidated financial statements.

32. SUBSEQUENT EVENTS
  On January 7th, 2013, the Company received the $9,822 share subscription receivable and 48,147,053 common shares were issued under a private 

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placement agreement.

  On February 20, 2013, the Company completed its renegotiation of its long-term debt provided by shareholders, resulting in the postponement of 

related payments from July 2013 to July 2014 amounting to $4,000 (see note 18).

Also, subsequent to December 31, 2012, the Company again renegotiated its working capital grants with the Isle of Man Government Department 
of Economic Development, resulting in the balance now being offset in the future against capital grants receivable from the Isle of Man 
Government with any balance  owing on March 31, 2014, repayable in cash.

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  On March 7, 2013, the share purchase loan to an officer of $450 was extended having a new maturity date of March 31, 2016, subject to approval 
by the Company’s shareholders. As of February 15, 2013, the loan bears interest at a rate equal to the Bank of Canada’s prime rate plus 1% per 
annum. If the share price is equal or higher than $2.00 per share for 10 consecutive trading days, the Company may request that the officer repays 
all outstanding amounts under the loan including interest within 30 days following such request.  

  On March 7, 2013, the Company and Invhealth Holding Inc. entered into a Re-Amended and Restated Loan Agreement pursuant to which the 

term of the loan was changed from March 31, 2013 to March 31, 2016, subject to shareholder approval.  

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59

 
 
 
Positions – Committees

(1)   Audit & Risk Committee 

  Paul Mesburis (Chairman) 
  G.F. Kim Anthony 
  Robert Lacroix 
  Nancy Orr

(2)   Compensation & HR Committee 

  Nancy Orr (Chairman)
  Diane Liguori 
  John Moran
  Benjamin Wygodny

(3)   Corporate Governance Committee 

  Louise Ménard (Chairman) 
  G.F. Kim Anthony 
  Diane Liguori
  Bruce Wendel 

ManageMent teaM

BOaRD OF DIReCtORS

Pierre Laurin
President and
Chief Executive Officer
ProMetic Life Sciences Inc.

Steven Burton
Chief Executive Officer
ProMetic BioSciences Ltd

Bruce Pritchard
Chief Financial Officer
ProMetic Life Sciences Inc.

Patrick Sartore
Senior Legal Counsel,  
IP and Corporate Secretary
ProMetic Life Sciences Inc.

tom chen
Senior Vice-President,  
Product and Asia/Pacific  
Development
ProMetic BioTherapeutics, Inc.

timothy hayeS
Vice-President,  
Product Development,  
Quality and Regulatory Affairs
ProMetic BioTherapeutics, Inc.

chriStoPher Penney
Chief Scientific Officer,
Therapeutics
ProMetic BioSciences Inc.

Frédéric dumaiS
Director, Communications  
and Investor relations

G.F. kym anthony (1) (3)
Chairman of the Board
ProMetic Life Sciences Inc.
Executive Chaiman
Hybrid Partners Ltd.

roBert Lacroix (1)
Senior Vice-President
CTI Capital Securities Inc.

Pierre Laurin
President and  
Chief Executive Officer
ProMetic Life Sciences Inc.

diane LiGuori (2) (3)
Executive Management  
Consultant

LouiSe ménard (3)
President
Groupe Méfor inc. and
Corporate Director

PauL meSBuriS (1)
Chartered Accountant

John moran (2) 
Vice-President, 
Clinical Affairs 
Home Modalities, Da Vita Inc.

nancy orr (1) (2)
Consultant in the energy and  
recycling sectors

Bruce WendeL  (3)
Retired Executive and  
Consultant in Pharmaceutical  
Industry

BenJamin WyGodny (2)
President
Angus Partnership and 
3188795 Canada Inc.

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60

 
 
 
 
 
 
CORPORATE INFORMATION

HEADQUARTERS
ProMetic Life Sciences Inc.  
(Canada)
531 Boulevard des Prairies, Bldg. 15
Laval, Quebec H7V 1B7
Canada
Tel: 
Fax: 
Email: 
Web: 

+450.781.0115
+450.781.4477
info@prometic.com
www.prometic.com

Investor Relations
Frédéric Dumais, B. Comm., L.L.B.
+450.781.0115 ext. 2234
Tel: 
f.dumais@prometic.com
Email: 
investor@prometic.com
Email: 

THERAPEUTICS
ProMetic BioSciences Inc.  
(Canada)
500 Cartier Blvd. West, Suite 150
Laval, Quebec H7V 5B7
Canada
Tel: 
Fax: 
Email: 

+450.781.1394
+450.781.1403
info@prometic.com

BIOSEPARATION TECHNOLOGIES AND 
PLASMA-DERIVED THERAPEUTICS 
(BIOLOGICALS)
ProMetic BioSciences Ltd  
(United Kingdom)
R&D
211 Cambridge Science Park
Milton Road
Cambridge CB4 0WA
United Kingdom
Tel: 
Fax: 
Email: 
On-line Shop: www.prometicbiosciences.com

+44(0)1223.420.300
+44(0)1223.420.270
sales@prometicbiosciences.com

Manufacturing  
(United Kingdom)
Freeport
Ballasalla, Isle of Man
IM9 2AP
British Isles
Tel: 
Fax: 
Email: 

+44(0)1624.821.450
+44(0)1624.821.451
sales@prometicbiosciences.com

North American Sales Office
+301.251.8821
Tel:  
+301.251.8826
Fax:  
sales@prometicbiosciences.com
Email: 

Manufacturing  
(Canada)
531 Boulevard des Prairies, Bldg. 15
Laval, Quebec H7V 1B7
Canada
Tel: 
Fax: 
Email:  

+450.781.0115
+450.781.4477
sales@prometicbiosciences.com

ProMetic BioTherapeutics, Inc.  
(United States)
1330 Piccard Drive, Suite 201
Rockville, Maryland 20850
USA
Tel: 
Fax: 
Email: 

+301.917.6320
+301.838.9023
info@prometic.us

AUDITORS
Ernst & Young LLP
800 René-Lévesque Blvd. W., Suite 1900
Montreal, Quebec H3B 1X9
Canada

TRANSFER AGENT AND REGISTRAR
Computershare Trust Company of Canada
1500 University Street, Suite 700
Montreal, Quebec H3A 3S8
Canada

LISTING: TORONTO STOCK EXCHANGE
Symbol: PLI
Outstanding shares as of December 31, 2012: 
432,531,873

ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 8, 2013 at 10:30 (EDT)
Auditorium of the Montreal Exchange
The Stock Exchange Tower
800 Square Victoria, 4th floor
Montreal, Quebec H4Z 1A9
Canada

ANNUAL INFORMATION FORM
The 2012 Annual Information Form of  
ProMetic Life Sciences Inc. is available upon 
request from the Company’s Head Office or 
by accessing the SEDAR  (System for Elec-
tronic Document Analysis and Retrieval) site, 
www.sedar.com.

On peut se procurer la version française du 
présent rapport annuel en s’adressant au 
service des relations avec les investisseurs de 
ProMetic Sciences de la Vie inc. ou sur notre 
site internet à l’adresse www.prometic.com.

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