OTTAWA, Feb. 22, 2016 /CNW/ - Annidis
Corporation (TSX Venture: RHA) ("Annidis" or the
"Corporation"), is pleased to announce that, subject to the
approval of the TSX Venture Exchange (the "TSXV"), it has
completed private placements totaling $820,000 in unsecured promissory notes
(collectively the "Notes") to an insider of the Corporation,
Yimai Technology International Corporation Limited (the
"Lender") as follows:
- $150,000 Promissory Note dated
November 25, 2015
- Matures and becomes due and payable on November 25, 2016
- $150,000 Convertible
Promissory Note dated December 11,
2015
- Matures and becomes due and payable on December 11, 2016
- At the option of the Lender, the note, including any accrued
but unpaid interest at the time of conversion, may be converted
into common shares in the capital of Annidis ("Common
Shares") at a conversion price of $0.09 per Common Share.
- $130,000 Convertible
Promissory Note dated December 30,
2015
- Matures and becomes due and payable on December 30, 2016
- At the option of the Lender, the note, including any accrued
but unpaid interest at the time of conversion may be converted into
Common Shares at a conversion price of $0.09 per Common Share.
- $130,000 Convertible
Promissory Note dated January 11,
2016
- Matures and becomes due and payable on January 11, 2017
- At the option of the Lender, the note, including any accrued
but unpaid interest at the time of conversion may be converted into
Common Shares at a conversion price of $0.09 per Common Share.
- $120,000 Convertible
Promissory Note dated January 29,
2016
- Matures and becomes due and payable on January 29, 2017
- At the option of the Lender, the note, including any accrued
but unpaid interest at the time of conversion may be converted into
Common Shares at a conversion price of $0.07 per Common Share.
- $140,000 Convertible
Promissory Note dated February 12,
2016
- Matures and becomes due and payable on February 12, 2017
- At the option of the Lender, the note, including any accrued
but unpaid interest at the time of conversion may be converted into
Common Shares at a conversion price of $0.05 per Common Share.
All of the Notes bear interest at a rate of 10% per annum,
compounded annually and payable at maturity. The Corporation may
prepay the outstanding principal amount of the Notes together with
all accrued and unpaid interest, without penalty, at any time prior
to the maturity date of the Notes. The proceeds from the Notes will
be used by the Corporation for general working capital purposes.
If the Lender were to convert all of the Notes in full, it
would receive (excluding any shares issued to satisfy accrued but
unpaid interest), 9,069,841 common shares, representing
approximately 8.4% of the outstanding common shares of the
Corporation as of the date hereof, and following such issuances,
the Lender would hold 49,051,887 common shares or 41.9% of the
outstanding common shares of the Corporation.
The issuance of the Notes to the Lender constitutes a "related
party transaction" as defined under TSXV Policy 5.9 and
Multilateral Instrument 61-101 ("MI 61-101"). The
Corporation is relying on the exemptions from the formal valuation
and minority shareholder approval requirements as set out under
sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair
market value of the consideration for the Notes will not exceed 25%
of fair market value of the Corporation's market
capitalization. The Corporation is issuing this press
release, and it is reasonable to do, less than 21 days prior to the
closing of the issuance of the Notes as the closing is not subject
to any shareholder approval and the Corporation and the Lender were
ready and able to close prior to such 21 day period and the
Corporation is in need of the proceeds.
In accordance with applicable Canadian securities laws, all
securities issued in connection with the Notes (including all
underlying securities) are subject to a minimum hold period of four
months and one day.
About Annidis Corporation
Annidis (TSX-V: RHA) has developed and is marketing a new
imaging platform technology based on Multi-Spectral Imaging (MSI).
This new technology is opening a new frontier in disease
identification and its management. The Annidis MSI technology
allows eye-care professionals to view non-invasively the deepest
areas of the eye aiding eye care professionals in the early
identification and treatment of debilitating eye diseases. The
Company's existing RHA 2020-U Gold, used by eye care professionals
as a broad based tool for detecting early-onset of eye related
diseases such as Dry AMD, has a potential market of over 20,000
clinics in North America.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Certain statements in this press release are forward looking
statements and are prospective in nature, including statements with
respect to the Corporation's intended use of the proceeds of the
Notes. Forwardlooking statements are not based on historical
facts, but rather on current expectations and projections about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forwardlooking
statements. These statements generally can be identified by the use
of forwardlooking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or the negative thereof or similar
variations. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
Such forwardlooking statements should therefore be construed
in light of such factors, and the Corporation is not under any
obligation, and expressly disclaims any intention or obligation, to
update or revise any forwardlooking statements, whether as a
result of new information, future events or otherwise.
SOURCE Annidis Corporation