OTTAWA, Nov. 30, 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") and the approval of a majority
of the Corporation's disinterested shareholders as required by the
TSXV, the Corporation intends to complete the following series of
transactions:
Refinancing Transactions with Mistarunited Technology
Co., Limited ("Mingda"), a control person
and insider of Annidis
|
1)
|
Amendment of
Conversion Price and Conversion of Outstanding Convertible
Promissory Note dated November 17, 2014
|
|
|
|
Annidis has agreed to
amend the conversion price of the outstanding $2,003,589
convertible promissory note issued by Annidis on November 17, 2014
(which convertible note carries an interest rate of 10% per annum
and matures on May 17, 2017), from $0.35 per common share in the
capital of Annidis to $0.05 per common share. Upon approval of the
amendment to the conversion price, Mingda has agreed to convert the
entire outstanding principal balance of the note along with all
interest having accrued thereon as of November 30, 2016. The
conversion of the note will result in the issuance of 49,009,797
common shares (40,071,780 common shares on account of converted
principal and 8,938,017 common shares on account of the conversion
of accrued interest).
|
|
|
|
2)
|
Conversion of
Outstanding Convertible Promissory Notes
|
|
|
|
Mingda has agreed to
convert the following convertible promissory notes, including all
interest having accrued thereon as of November 30, 2016, in
accordance with their terms:
|
|
|
|
|
a. $200,000
Convertible Promissory Note dated March 4, 2016
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 4,296,986 common shares (4,000,000 common shares on
account of converted principal and 296,986 common shares on account
of the conversion of accrued interest).
|
|
|
|
|
b. $150,000
Convertible Promissory Note dated March 17, 2016
|
|
|
|
|
Principal and accrued
interest converted at $0.06 per common share resulting in the
issuance of 2,676,7212 common shares (2,500,000 common shares on
account of converted principal and 176,712 common shares on account
of the conversion of accrued interest).
|
|
|
|
|
c. $100,000
Convertible Promissory Note dated March 31, 2016
|
|
|
|
|
Principal and accrued
interest converted at $0.06 per common share resulting in the
issuance of 1,778,092 common shares (1,666,667 common shares on
account of converted principal and 111,416 common shares on account
of the conversion of accrued interest).
|
|
|
|
3)
|
Shares for Debt
Transactions
|
|
|
|
Annidis and Mingda
have agreed to settle the following outstanding promissory notes,
including all interest having accrued thereon as of November 30,
2016, by way of the completion of shares for debt transactions
pursuant to which, in exchange for the surrender and cancellation
of the outstanding promissory notes, Annidis will issue common
shares to Mingda at a conversion price of $0.05 per common
share:
|
|
|
|
|
a.
$1,000,000 Secured Promissory Note dated June 4,
2013
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 28,205,366 common shares (20,000,000 common shares on
account of converted principal and 8,205,366 common shares on
account of the conversion of accrued interest).
|
|
|
|
|
b.
$1,000,000 Secured Promissory Note dated May 28,
2014
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 25,685,666 common shares (20,000,000 common shares on
account of converted principal and 5,685,666 common shares on
account of the conversion of accrued interest).
|
|
|
|
|
c. $150,000
Unsecured Promissory Note dated November 25, 2015
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 3,304,932 common shares (3,000,000 common shares on
account of converted principal and 304,932 common shares on account
of the conversion of accrued interest).
|
|
|
|
|
d.
$1,300,000 Unsecured Grid Promissory Note dated April 14,
2016
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 27,416,671 common shares (26,000,000 common shares on
account of converted principal and 1,416,671 common shares on
account of the conversion of accrued interest).
|
|
|
|
|
e. $221,000
Unsecured Promissory Note dated July 29, 2016
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 4,570,159 common shares (4,420,000 common shares on
account of converted principal and 150,159 common shares on account
of the conversion of accrued interest).
|
|
|
|
|
f. $500,000
Unsecured Promissory Note dated July 29, 2016
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 10,246,575 common shares (10,000,000 common shares on
account of converted principal and 246,575 common shares on account
of the conversion of accrued interest).
|
|
|
|
4)
|
Private Placement
of Convertible Promissory Note
|
|
|
|
Mingda has agreed to
advance $650,000.00 to Annidis in exchange for an unsecured
convertible promissory note (the "Convertible Note"). The
Convertible Note will mature on December 31, 2016 and bears
interest at a rate of 10% per annum compounded monthly and payable
at maturity. At the option of the Lender, the Convertible Note may
be converted into common shares in the capital of Annidis at a
conversion price of $0.05 per common share. The Corporation may
prepay the outstanding principal amount of the Convertible Note
together with all accrued and unpaid interest thereon, without
penalty, at any time prior to the maturity date of the Convertible
Note. The proceeds from the Convertible Note will be used by the
Corporation for general working capital purposes. If Mingda were to
elect to convert the Convertible Note in accordance with its terms,
it would receive (excluding any shares issued to satisfy accrued
but unpaid interest) 13,000,000 common shares.
|
|
|
|
5)
|
Private Placement
of Secured Promissory Note and Issuance of Bonus
Warrants
|
|
|
|
Mingda has agreed to
advance $2,867,212.10 to Annidis in exchange for the issuance of
secured promissory note (the "Secured Note") and bonus
warrants. The Secured Note will have a term of 3 years and carry an
interest rate of 0% for the first year of the term and a rate of
12% per annum compounded daily in the final two years of the term,
which interest shall be compounded daily at payable at maturity.
Annidis may prepay the outstanding principal amount of the Secured
Note together with all accrued and unpaid interest thereon, without
penalty, at any time following the first anniversary of the
issuance date of the Secured Note and prior to the maturity date.
In addition, in connection with the issuance of the Secured Note,
Annidis will issue 5,734,424 warrants for the purchase of common
shares in the capital of the Corporation to Mingda (the
"Warrants"). Each Warrant shall be exercisable at a price of
$0.05 per common share, for a period of three years from the
issuance date of the Warrants, subject to early expiry provisions
as required in accordance with the policies of the TSXV. The note
shall be secured by a general security agreement over the assets of
Annidis, which security shall rank in priority to all other charges
against the assets of Annidis. The proceeds from the Secured Note
shall be used to retire the outstanding $1,000,000 secured
promissory note, and all interest having accrued thereon, issued by
the Corporation on June 25, 2013 and the $1,000,000.00 secured
promissory note, and all interest having accrued thereon, issued by
the Corporation on July 17, 2014, both of which are held by a
private investor.
|
|
|
|
6)
|
Non-brokered
Private Placement of Common Shares
|
|
|
|
Annidis has agreed to
complete the private placement of 43,580,000 common shares in the
capital of the Corporation with Mingda. The common shares will be
issued at a prices of $0.05 per common share for gross aggregate
proceeds of $2,179,000.00. The proceeds from the private placement
of the common shares will be used by the Corporation for general
working capital purposes.
|
The completion of the aforementioned transactions with Mingda
constitute "related party transactions" 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(g) and 5.7(e) of MI 61-101. The
Corporation is issuing this press release, and it is reasonable to
do, less than 21 days prior to the contemplated closing date of the
transactions as, with the exception of the disinterested
shareholder approval of Mingda as a control person of Annidis as
required by the TSXV (which approval is being sought by way of
written consent), the closing is not subject to any shareholder
approval and the Corporation and Mingda are ready and able to close
prior to such 21 day period and the Corporation is in need of the
proceeds of the private placement and the financial relief provided
by the conversion of the promissory notes.
Following the completion of all of the transactions contemplated
herein, Mingda will directly own and control approximately
255,855,835 common shares in the capital of Annidis representing
70.8% of the Corporation's issued and outstanding common shares on
an undiluted basis. On a partially diluted basis, assuming the
conversion of the Convertible Note and the exercise of the
Warrants, Mingda will hold approximately 261,590,259 common shares
representing 72.3% of the Corporation's issued and outstanding
common shares.
Shares for Debt Transactions with Insiders
In addition to the aforementioned transactions with Mingda, the
Corporation is pleased to announce that, subject to the approval of
the TSXV, and the approval of a majority of the Corporation's
disinterested shareholders as required by the TSXV, the Corporation
has agreed to settle the following outstanding debts, including all
interest having accrued thereon as of November 30, 2016, with insiders of the
Corporation by way of the completion of shares for debt
transactions pursuant to which, in exchange for the cancellation of
the outstanding debts, Annidis will issue common shares to the
respective insiders at a conversion price of $0.05 per common share:
|
|
a. $455,154
Secured Promissory Note held by Slemko Investment Corporation (a
corporation beneficially owned and controlled by Gerald Slemko,
Director and Chairman of Annidis) dated July 29,
2016
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 12,837,779 common shares (9,103,080 common shares on
account of converted principal and 3,734,699 common shares on
account of the conversion of accrued interest).
|
|
|
|
|
b.
$238,325.88 payable owed by Annidis to Slemko Investment
Corporation (a corporation beneficially owned and controlled by
Gerald Slemko, Director and Chairman of Annidis) in connection with
management services and expenses dating back to 2011
|
|
|
|
|
Principal and accrued
interest converted at $0.05 per common share resulting in the
issuance of 4,331,898 common shares (4,766,518 common shares on
account of converted principal and 597,390 common shares on account
of the conversion of accrued interest).
|
|
|
|
|
c.
$75,000.00 payable owed by Annidis to Brian Baker, Chief
Financial Officer of Annidis, in connection with management
services dating back to 2012
|
|
|
|
|
Principal converted
at $0.05 per common share resulting in the issuance of 1,500,000
common shares.
|
The completion of the aforementioned transactions with Slemko
Investment Corporation and Brian
Baker constitute "related party transactions" 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(g) and 5.7(e) of MI 61-101. The
Corporation is issuing this press release, and it is reasonable to
do, less than 21 days prior to the contemplated closing date of the
transactions as, with the exception of the disinterested
shareholder approval of the outstanding payables with each of
Slemko Investment Corporation and Brian
Baker as required by the TSXV (which approval is being
sought by way of written consent), the closing is not subject to
any shareholder approval and the Corporation and the insiders are
ready and able to close prior to such 21 day period and the
Corporation is in need of the financial relief provided by the
conversion of the outstanding debts.
Shares for Debt Transactions with Arms-Length
Investors
In addition to the aforementioned transactions with Mingda,
Slemko Investment Corporation, and Brian
Baker, the Corporation is pleased to announce that, subject
to the approval of the TSXV, the Corporation has agreed settle
$527,041 in outstanding secured
promissory notes originally issued by Annidis on June 25, 2013, including all interest having
accrued thereon as of November 30,
2016, by way of the completion of shares for debt
transactions pursuant to which, in exchange for the cancellation of
the outstanding secured promissory notes and the discharge of the
associated security, Annidis will issue common shares to the
respective noteholders at a conversion price of $0.05 per common share resulting in the issuance
of a total of 14,865,382 common shares (10,540,820 common shares on
account of converted principal and 4,324,562 common shares on
account of the conversion of accrued interest).
About Annidis Corporation
Annidis (TSX-V: RHA) has developed, manufactures and sells a
patented imaging platform technology based on multi-spectral
imaging. The current RHA is a retinal screening technology used by
primary care professionals for early disease detection. The RHA is
complementary to diagnostic imaging technologies and supports the
timely identification, treatment and monitoring of a wide range of
vision threatening diseases.
Completion of the transactions contemplated herein is subject
to a number of conditions, including TSXV acceptance and
disinterested shareholder approval. The transactions cannot
close until the required disinterested shareholder approvals are
obtained. There can be no assurance that these transactions will be
completed as proposed or at all.
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