GeneNews Announces Proposed Private Placement of Convertible Debentures

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

TORONTO, Dec. 2, 2016 /CNW/ - GeneNews Limited (TSX:GEN) ("GeneNews" or the "Company") today announced that it has engaged All Group Financial Services Inc. (together with such agents as may join the syndicate, the "Agents") to complete a brokered private placement (the "Offering") of convertible unsecured debentures (the "Debentures") for gross proceeds of up to $3 million on a "best efforts" basis. 

The Debentures will have a term of three years and bear interest at a rate of 8% per annum, payable semi-annually in arrears, in cash.  Payment of principal is payable in cash or common shares of the Company ("Common Shares") at the discretion of the Company, subject to the approval of the Toronto Stock Exchange (the "TSX"). If the Company elects to pay the principal in Common Shares, the number of Common Shares issued will be determined based on a 10% discount to the 5 day volume weighted average trading price ending on the trading day immediately preceding the date that the principal amount is due.

Each Debenture will be convertible, at the option of the holder, into Common Shares at a conversion price of $0.50, beginning six months after the initial closing date.  Each Debenture will be convertible, at the option of the Company, at a conversion price of $0.50, beginning twelve months after the closing date, provided the price of the Common Shares has been at or above $0.75 for 20 consecutive trading days.

The net proceeds of the sale of Debentures will be used to repay current debt and payables, and to launch new products.

The Agents will receive 7% cash commission and broker warrants equal to 7% of the value of the Offering.

In the event that subscriptions received for the Offering exceed $3 million, the Company may increase the size of the Offering.  The Offering is subject to a number of conditions precedent, including, without limitation, receipt of the approval of the TSX and completion of satisfactory due diligence by the Agents.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of GeneNews in the United States nor shall there be any offer, solicitation or sale of the Debentures in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. The Debentures described in this press release (and any Common Shares issued upon the conversion or maturity of the Debentures) have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.

About GeneNews

GeneNews is committed to becoming a leader in advanced diagnostics and personalized medicine, serving as a strong commercialization outlet for early detection of cancer and other chronic diseases. Our mission is to identify, assess and make commercially available a comprehensive menu of diagnostics that provide physicians and patients with personalized clinical intelligence and actionable information to improve health out-comes through the early diagnosis of disease.  Our Richmond, Virginia-based Innovative Diagnostics Laboratory clinical reference lab specializes in traditional and advanced clinical evidence-based blood testing that helps find, understand, and address cancer risk in patient populations. Currently, IDL offers risk assessment blood tests for the three most prevalent cancer types - colon, lung and prostate. GeneNews' common shares trade on the Toronto Stock Exchange under the symbol 'GEN'.   More information on GeneNews can be found at www.GeneNews.com.

Forward-Looking Statements

This press release contains forward-looking statements identified by words such as "expects", "will" and similar expressions, which reflect the Company's current expectations regarding future events, including the closing of the Offering on the terms set out above, expectations regarding use of proceeds, the receipt of regulatory approvals, the launch of ColonSentry® test across the United States and the assembling of a robust menu of other advanced cancer tests to be offered by IDL. The forward-looking statements involve risks and uncertainties, including market reaction to the Offering, the Agents' ability to successfully market the Debentures based on market conditions, the completion of satisfactory due diligence by the Agents and the launch of the ColonSentry® test into new regions, that could cause the Company's actual events to differ materially from those projected herein. Investors should consult the Company's ongoing quarterly filings and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements, except as required by law. 

SOURCE GeneNews Limited

For further information: Company Contact: James R. Howard-Tripp, Chairman & CEO, Office: (905) 209-2030, jhoward-tripp@genenews.com; Investor & Media Contact: Stephen Kilmer, Office: (212) 618-6347, Mobile: (647) 872-4849, stephen@kilmerlucas.com


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