Early Warning Report Issued Pursuant to National Instrument 62-103 Acquisition of Shares of Biosign Technologies Inc.
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TORONTO, Dec. 27, 2012 /CNW/ - This press release is being disseminated as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of Biosign Technologies Inc. (TSXV: BIO) (the "Company") securities by Sunberry Investments Inc. ("Sunberry") of 30 Wertheim Court, Suite 9, Richmond Hill, Ontario, L4B 1B9.
As a result of a non‐brokered private placement, Sunberry entered into a subscription agreement whereby it committed to purchase 10,000,000 units of the Company (each a "Unit") at a price of $0.05 per Unit, with each Unit consisting of one common share of the Company (the "Common Share") and one common share purchase warrant of the Company ("Warrants"). Each Warrant entitles the holder to acquire an additional share (a "Warrant Share") of the Company for a period of two years from the date of issuance at an exercise price of $0.05 per Warrant Share during the first 12 months and thereafter at a price of $0.10 per Warrant Share. Payment by Sunberry's subscription will be completed in the following tranches: December 21, 2012 for a total of 4,000,000 Common Shares and 4,000,000 Warrants; January 8, 2013 for a total of 1,000,000 Common Shares and 1,000,000 Warrants; January 14, 2013 for a total of 3,000,000 Common Shares and 3,000,000 Warrants; and February 14, 2013 for a total of 2,000,000 Common Shares and 2,000,000 Warrants.
Accordingly, Sunberry and its affiliates (which currently own 100,000 Common Shares) will beneficially own 4,100,000 common shares and 5,000,000 Warrants, representing approximately 3.85% of the issued and outstanding voting securities of the Company on a non‐diluted basis and 7.34% of the issued and outstanding securities of the Company, assuming exercise of the 4,000,000 Warrants held by Sunberry. Upon completion of the further tranches in January and February 2013, Sunberry and its affiliates (which currently own 100,000 Common Shares) will beneficially own 10,100,000 common shares and 10,000,000 Warrants, representing approximately 8.99% of the issued and outstanding voting securities of the Company on a non‐diluted basis and 16.42% of the issued and outstanding securities of the Company, assuming exercise of the 10,000,000 Warrants held by Sunberry.
In addition, certain directors, officers and significant shareholders of the Company, representing 1,812,500 Common Shares, entered into a voting trust agreement with R.M. Kaul & Associates Inc., a company affiliated with Robert Kaul, the Chief Executive Officer of the Company, with respect to the exercise of voting rights on relating solely to appointment of directors and changes to the Company's stock option plan. It is anticipated that additional directors, officers and significant shareholders of the Company, representing a further 6,930,000 Common Shares, will also enter into this voting trust agreement on the same terms.
The securities were acquired for investment purposes and Sunberry may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report may be found on www.SEDAR.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE: Biosign Technologies Inc.For further information:
Biosign Contact Information:
Chief Executive Officer
Phone: (416) 218-9800 ext. 201