Annidis Announces Private Placement of $150,000 Promissory Note and $670,000 in Convertible Promissory Notes

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:

  1. $150,000 Promissory Note dated November 25, 2015
    • Matures and becomes due and payable on November 25, 2016

  2. $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.

  3. $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.

  4. $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.

  5. $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. 

  6. $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

For further information: Michael Crowley, CEO, Annidis Corporation, 519-859-7439, mcrowley@annidis.com; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-995-8651, bpedram@virtusadvisory.com

RELATED LINKS
www.annidis.com

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