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QUÉBEC, Dec. 22, 2015 /CNW Telbec/ - Opsens Inc. ("Opsens" or the "Corporation") (TSXV: OPS) (OTCQX: OPSSF) is pleased to announce that it has completed its previously announced public offering (the "Public Offering"), for an aggregate gross proceeds of approximately $5,000,000. In connection with the Public Offering, the Corporation issued a total of 5,681,819 units (the "Units") at a price of $0.88 per Unit. The Public Offering was completed through Paradigm Capital Inc. ("Paradigm"), acting as lead agent, and including RBC Capital Markets and M Partners Inc. (collectively with Paradigm, the "Agents").
Each Unit consists of one common share in the capital of Opsens and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to purchase one common share at a price of $1.20 within 18 months from the closing date of the Public Offering.
In connection with the Public Offering, the Corporation paid the Agents a cash commission equal to 7% of the gross proceeds of the Public Offering, excluding proceeds received from purchasers on the president's list (the "President's List Purchasers") and issued to the Agents broker warrants (the "Broker Warrants") equal to 7% of the total number of Units sold pursuant to the Public Offering, excluding Units sold to President's List Purchasers. Each Broker Warrant entitles the Agents to purchase one common shares of the Corporation (the "Broker Shares") at a price of $0.88 per Broker Shares for a period of 18 months from the closing of the Public Offering.
The Public Offering was made pursuant to the Final Short Form Prospectus dated December 11, 2015 (the "Prospectus") which has been filed in each of the provinces of Québec, Ontario, Alberta and British Columbia. A copy of the Prospectus is available on SEDAR at www.sedar.com.
Concurrently with the Public Offering, Opsens is pleased to announce that it has completed a non-brokered private placement offering (the "Private Offering") of 184,400 units (the "Private Units") at a price of $0.88 per Private Unit for aggregate gross proceeds of $162,272. Each Private Unit comprises the same terms and conditions than the Units issued under the Public Offering.
The Corporation intends to use the net proceeds of the Public Offering and the Private Offering to prepare the commercialization and marketing strategy of its Fractional Flow Reserve products ("FFR"), to fund research and product development and to fund its working capital.
One insider subscribed for Private Units under the Private Offering. Thus, 156,000 Private Units were issued to Anthony E. Gibbons, Vice-President, Sales and Marketing of Opsens. This transaction constitutes a "related party transaction" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Private Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Private Units issued to Mr. Gibbons, nor the fair market value of the consideration paid, exceed 25% of the Corporation's market capitalization. None of the Corporation's directors has expressed any contrary views or disagreements with respect to the foregoing.
A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed at least 21 days prior to the closing of the Private Offering due to the fact that the terms of the participation the non-related parties and the related party in the Private Offering were not confirmed.
The Private Offering is subject to final approval from the TSX Venture Exchange. All securities comprised in the Private Units issued pursuant to the Private Offering are subject to a restricted period of four months and a day ending on April 23, 2016.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
About Opsens Inc. (www.opsens.com or www.opsensmedical.com)
Opsens focuses mainly on the measure of FFR in interventional cardiology. Opsens offers an advanced optical‑based pressure guidewire (OptoWire) that aims at improving the clinical outcome of patients with coronary artery disease. Opsens is also involved in industrial activities. The Corporation develops, manufactures and installs innovative fibre optic sensing solutions for critical applications such as the monitoring of oil wells and other demanding industrial applications.
Except for historical information, this press release may contain "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws that reflect the Corporation's current expectation regarding future events, including, without limitation, the proposed use of the net proceeds of the Public Offering and Private Offering. Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Opsens to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements. The Corporation expressly disclaims any intention to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, other than as required by law.
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.
SOURCE OPSENS INC.
For further information: Thierry Dumas, CPA, CA, Chief Financial Officer, 418.682.9996; Louis Laflamme, CPA, CA, Chief Executive Officer, 418.682.9996