OnSource to merge with Osmotics

Osmotics Pharma Inc (OPI) is an emerging specialty pharmaceutical company focused on developing prescription products for the treatment of various dermatological disorders, antibiotic-resistant strains of bacteria and certain cancers.

The company has the exclusive worldwide rights covering technologies developed by the University of California and Brigham Young University and applications of these technologies are currently being tested by some of the leading research institutions in the world.

OPI has filed its first application with the FDA seeking marketing clearance for Epiceram, a topical barrier repair cream for treatment of atopic dermatitis, radiation dermatitis and several other indications.

Following completion of the merger, which is expected to close in the second quarter of 2005, the OnSource board will be increased from three to six members, which will include three members designated by OPI, and the officers of OPI will become the officers of OnSource. The current OnSource officers will continue in their roles as officers of OnSource’s gaming subsidiaries, Global Alaska Industries and Alaska Bingo Supply.

A subsidiary of OnSource will be merged with OPI in a stock-for-stock transaction and OPI’s shareholders will own approximately 94% of OnSource on a fully diluted basis.

The merger agreement is subject to customary conditions, including OPI shareholder approval. OPI’s largest shareholder, Osmotics Corporation, which owns 98% of the outstanding shares of OPI, has indicated that it will vote in favor of the proposed merger agreement.