Telo Genomics Corp. (TSX-V: TELO) (the
“
Company” or “
TELO”) is pleased
to announce that it has closed its previously announced
oversubscribed $1,735,500 non-brokered private placement and
$1,054,885 debt settlement, and completed a 5:1 share
consolidation.
Financing
The Company issued a total of 17,355,000 units
at a price of $0.10 per unit under the offering. Each unit
issued under the offering consisted of one post-consolidation
common share of the Company and one-half of one common share
purchase warrant. Each whole warrant entitles the holder to acquire
one additional post-consolidation common share at a price of $0.20
per share for a period of 12 months from the date of issuance.
In connection with the offering, the Company
paid finder’s fees of $61,180 in cash and 611,800 finder’s warrants
to Leede Jones Gable Inc., $9,380 in cash and 93,800 finder’s
warrants to Haywood Securities Inc., $15,750 in cash and 157,500
finder’s warrants to Mackie Research Capital, and $7,490 in cash
and 74,900 finder’s warrants to Canaccord Genuity Corp. Each
finder’s warrant entitles the holder to acquire one
post-consolidation common share of the Company at a price of $0.10
per share for a period of 12 months from the date of issuance.
Based on a recently peer-reviewed publication by
Dr. Sabine Mai, Founder and Director of the Company, using TELO's
analytical telomere technology, the Company is reviewing potential
opportunities to pursue the assessment of prognostic tests for
multiple myeloma as a priority indication. TELO has also identified
implementing automation and artificial intelligence to its workflow
as a secondary priority initiative. The proceeds from the offering
will be used for general working capital and to pursue these
potential opportunities if the Company’s review of such
opportunities is favourable.
The securities issued pursuant to the offering
are subject to a statutory four month hold period ending on March
23, 2020 in accordance with applicable securities laws.
Debt Settlement
The Company issued an aggregate of 6,628,850
units to secured creditors, 500,000 units to certain unsecured
creditors and 3,420,000 post-consolidation common shares to various
unsecured creditors to settle outstanding debt totaling
$1,054,885.
Each unit issued under the debt settlement to
secured creditors consisted of one post-consolidation common share
of the Company and one non-transferable common share purchase
warrant, with each warrant entitling the holder to acquire one
additional post-consolidation common share at a price of $0.20 per
share for a period of 24 months from the date of issuance. Each
unit of the 500,000 units issued to certain unsecured creditors
consisted of one post-consolidation common share of the Company and
one-half of one common share purchase warrant. Each whole warrant
entitles the holder to acquire one additional post-consolidation
common share at a price of $0.20 per share for a period of 12
months from the date of issuance. Each unit issued under the debt
settlement to unsecured creditors consisted of one
post-consolidation common share of the Company.
The securities issued pursuant to the secured
debt settlement and the 500,000 units issued to certain unsecured
creditors are subject to a statutory four month hold period ending
on March 23, 2020 in accordance with applicable securities
laws.
The 3,420,000 post-consolidation shares issued
to the various unsecured creditors pursuant to the debt settlement
are also subject to additional three year resale restrictions
pursuant to which these securities will become available for resale
in 15% tranches every 6 months, with the last release occurring on
November 22, 2022.
Share Consolidation
Further to the Company’s news release dated
November 20, 2019, the Company completed a consolidation of its
issued and outstanding common shares on the basis of five (5)
pre-consolidation common shares for one (1) post-consolidation
common share effective at market open on November 22, 2019.
MI 61-101
The Company issued an aggregate of 700,000
post-consolidation common shares to two insiders including one
Director and one Senior Executive in the private placement in
consideration for an aggregate of $70,000. The Company also issued
an aggregate of 442,140 units to two Directors (including the
Chairman) and an aggregate of 1,800,000 post-consolidation common
shares to four Directors and/ or Senior Executives (including two
Senior Executives) pursuant to the debt settlement for a deemed
value of $224,214. The participation of each insider of the Company
in the private placement constitutes a “related party transaction”
within the meaning of Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions (“MI
61-101”). The transaction is exempt from the formal
valuation requirements of MI 61-101 pursuant to section 5.5(a) and
the minority shareholder approval requirements of MI 61-101
pursuant to section 5.7(1)(a) as the fair market value of the
insider’s participation will not be more than 25% of the Company’s
market capitalization.
The Company will be filing a material change
report in respect of the related party transaction on SEDAR less
than 21 days prior to the closing of the transaction due to the
fact that the Company wished to close the transaction as soon as
possible.
For further information, please
contact:
Hugh
RogersChairman416-673-8487info@telodx.comMaRS Centre, South Tower,
101 College Street, Suite 200, Toronto, ON, M5G
1L7www.telodx.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as such term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Not for distribution to U.S. news wire services
or dissemination in the United States.
Cautionary Note Regarding
Forward-Looking Statements
Certain information contained herein may
constitute “forward-looking information” under Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“will”, or variations of such words and phrases or statements that
certain actions, events or results “will” occur. Forward-looking
statements regarding the consolidation, the offering, the use of
proceeds are based on the Company’s estimates and are subject to
known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those
expressed or implied by such forward-looking statements or
forward-looking information, including capital expenditures and
other costs. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-
looking statements and forward-looking information. The Company
will not update any forward-looking statements or forward-looking
information that are incorporated by reference herein, except as
required by applicable securities laws.
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