GeneNews Early Warrant Exercise Incentive Program

TORONTO, May 30, 2017 /CNW/ - GeneNews Limited ("GeneNews" or the "Corporation") (TSX:GEN) announces a warrant exercise incentive program (the "Program") designed to encourage the early exercise of its 12,466,238 outstanding and unlisted warrants (the "Warrants").

"This is an opportunity for Warrant holders to exercise their Warrants early and receive an incentive to do so," said James R. Howard-Tripp, Chairman and CEO of GeneNews. "The early exercise of Warrants will provide additional capital to continue the expansion and growth currently underway with respect to test adoption. We will also ask for shareholders to approve insider participation in the Warrant incentive program as part of our AGM process."

Innovative Diagnostic Laboratory ("IDL") 2017 Highlights:

  • Signed an agreement with a large, multi-specialty physician group in the American Midwest for use of GeneNews' early cancer diagnostic tests.

  • Signed a Collection Partnership Agreement with Any Lab Test Now ("ALTN") pursuant to which IDL will offer all of its early cancer tests to physicians and patients via ALTN's 165 locations spread across the United States.

  • Announced the launch of BreastSentry for the early detection of breast cancer.

There are currently 9 tranches of exercisable warrants outstanding, which are shown in the table below:

Issue Date

Warrants Issued

August 19, 2015

3,956,249

August 11, 2016

338,702

September 1, 2016

2,448,549

September 30, 2016

1,647,677

November 4, 2016

1,000,000

December 23, 2016

61,440

December 30, 2016

1,300,000

February 17, 2017

1,610,000

May 9, 2017

103,621

 

Pursuant to the Program, the Corporation is offering an inducement of a reduction in exercise price from $0.50 to $0.23, which represents the 5 day volume weighted average price of the common shares as at the close of business on May 26, 2017, to each warrant holder that exercises their Warrants during a 30 calendar day early exercise period (the "Early Exercise Period"). The Early Exercise Period will commence 10 business days after the date hereof on June 13, 2017, at 9:00 a.m. EST and will expire on July 14, 2017 at 4:30 p.m. EST. The gross proceeds to GeneNews if all Warrants are exercised is approximately C$2.8 million.

Any Warrants that are not exercised prior to the Early Exercise Period expiry date will remain outstanding and continue to be exercisable for the common shares of the Corporation on their current terms.  The terms and conditions of the Program, including the method of exercising Warrants, shall be set forth in a letter which will be delivered to the registered address of each eligible Warrant holder prior to commencement of the Early Exercise Period.

The Program is subject to receipt of the approval of the Toronto Stock Exchange.

The Corporation will seek disinterested shareholder approval to amend the terms of the Warrants held directly or indirectly by insiders of the Corporation (as such term is defined by the TSX) at the upcoming annual and special meeting of shareholders of the Corporation currently scheduled for June 29, 2017 (the "Meeting"). A "Warrant Disinterested Shareholder" means a shareholder of the Corporation who does not, and whose associates and affiliates do not, have beneficial ownership of, or control or direction over, Warrants held directly or indirectly by insiders of the Corporation. As a result, 6,162,774 Common Shares held by insiders of the Corporation, representing 6.70% of the currently issued and outstanding Common Shares, will be excluded from voting on the Warrant amendment at the Meeting.

Of the total Warrants, 10,042,738 Warrants are held by arm's length parties while 2,423,500 Warrants are held directly or indirectly by insiders, reflecting dilution of 10.93% and 2.64%, respectively, of the currently issued and outstanding Common Shares. This transaction will not materially affect control of the Corporation.

The proposed Warrant amendment will not be effective until 10 business days after the date hereof (in respect of holders of Warrants that are not insiders) and until receipt of shareholder approval (in respect of the holders of Warrants that are insiders).

The Corporation has determined that while the Warrant amendment may be a related party transaction pursuant to Multilateral Instrument 61-101 – Special Transactions ("MI 61-101"), the Corporation is not required to obtain a formal valuation under subsection 5.4(1) of MI 61-101 for the Warrant amendment. In addition, the exemption from the minority approval requirement provided for under subsection 5.7(1)(a) of MI 61-101 can be relied on, as neither the fair market value of the Warrants nor the fair market value of the consideration paid for such Warrants exceeds 25% of the Corporation's market capitalization.

About GeneNews

GeneNews, an innovator in the liquid biopsy space, 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 outcomes through the early diagnosis of disease. Our Richmond, Virginia-based Innovative Diagnostic 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 four prevalent cancer types - colon, lung, prostate and breast. GeneNews' common shares trade on the Toronto Stock Exchange under the symbol 'GEN'. More information on GeneNews and IDL can be found at www.GeneNews.com and www.myinnovativelab.com, respectively.

Forward-Looking Statements

This press release contains forward-looking statements identified by words such as "expects", "will" and similar expressions, which reflect the Corporation's current expectations regarding future events. The forward-looking statements involve risks and uncertainties that could cause the Corporation's actual events to differ materially from those projected herein including with respect to the approval of disinterested shareholders and participation in the Program by Warrantholders. Investors should consult the Corporation'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 Corporation 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: (647) 872-4849, stephen@kilmerlucas.com

RELATED LINKS
http://www.genenews.com/

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