OTTAWA, April 6, 2016 /CNW/ - Annidis Corporation
(TSX Venture: RHA) ("Annidis" or the "Corporation")
previously announced on April 1, 2016
that, subject to the approval of the TSX Venture Exchange (the
"TSXV"), it had completed the private placement of a
convertible promissory note in the amount of $150,000 (the "Note") to an insider of the
Corporation, Yimai Technology International Corporation Limited
(the "Lender"). The announcement stated that at the option
of the Lender and subject to the applicable policies of TSXV, the
Note, including any accrued but unpaid interest thereon at the time
of conversion, could be converted into common shares in the capital
of Annidis ("Common Shares") at a conversion price of
$0.055 per Common Share. As the share
price of the Common Shares on the Price Reservation Date – as
defined in the TSX Venture Exchange Corporate Finance Manual –
exceeded this conversion price, the Corporation amended the
conversion price of the Note, having received the necessary
approval from the Lender, to $0.06
per Common Share. All other terms of the Note remain unchanged.
This transaction is subject to the approval of the TSXV.
The Note, dated March 17, 2016,
continues to mature and become due and payable on March 17, 2017 and continues to bear interest
while outstanding at a rate of 10% per annum. The Corporation may
prepay the outstanding principal amount of the Note together with
all accrued and unpaid interest, without penalty, at any time prior
to the maturity date of the Note.
The proceeds from the Note will be used by the Corporation for
general working capital purposes. If the Lender were to
convert the Note, it would receive (excluding any shares issued to
satisfy accrued but unpaid interest), 2,500,000 common shares,
representing approximately 2.32% of the outstanding common shares
of the Corporation as of the date hereof, and following such
issuance, the Lender would hold 42,482,046 common shares or 38.49%
of the outstanding common shares of the Corporation.
The issuance of the Note 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 Note 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 Note 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 Note (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
Note. Forward‐looking 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
forward‐looking statements. These statements
generally can be identified by the use of
forward‐looking 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 forward‐looking 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
forward‐looking statements, whether as a result of
new information, future events or otherwise.
SOURCE Annidis Corporation