/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 16, 2016 /CNW/ - Eastern Capital Limited ("Eastern") is pleased to announce that it has entered into a subscription agreement with Zenith Epigenetics Corp. ("Zenith") pursuant to which Eastern has acquired 24,560,500 common shares issued by Zenith (the "Subscription Shares") by way of a private placement (the "Private Placement") at a price of US$1.00 per Subscription Share, for an aggregate purchase price of US$24,560,500. Eastern also holds 2,048,640 warrants of Zenith. Assuming all warrants are exercised, Eastern holds 25,248,640 common shares of Zenith, before giving effect to the Private Placement, which represents approximately 25.0% of the outstanding common shares. After giving effect to the Private Placement and assuming the exercise of all of the warrants, Eastern has beneficial ownership and control over 49,809,140 common shares of Zenith, which represents approximately 39.6% of the outstanding common shares. Eastern has been advised that Zenith is exempt from formal valuation and minority approval requirements of applicable securities laws in connection with the Private Placement on the basis that neither the fair market value of, nor the fair market value of the consideration for, the Private Placement exceeds 25% of Zenith's market capitalization.
Pursuant to the terms of the Private Placement, in the event that Zenith completes an equity financing within 180 days and the price per share is lower than US$1.00, the price per share paid by Eastern will be adjusted to the lower price per share and Eastern will, accordingly, receive additional common shares for no additional consideration. Furthermore, in the event that Zenith completes an equity financing within 180 days and Zenith issues or grants additional securities, contractual rights or entitlements to any of the subscribers, then Zenith shall issue or grant the same additional securities, contractual rights or entitlements to Eastern.
The Subscription Shares are acquired for investment purposes only. In the future, Eastern or any of its joint actors may, subject to applicable law, acquire or dispose of common shares of Zenith depending upon a number of factors, including but not limited to, general market and economic conditions and other available investment opportunities.
A report respecting this acquisition will be electronically filed with the applicable securities commission in each jurisdiction where Zenith is reporting and will be available at www.sedar.com.
Eastern Capital Limited is a Cayman Islands-based company with a history of investment in the life sciences. Eastern Capital Limited is indirectly owned by Kenneth Dart, former President of Dart Container Corporation and developer of Camana Bay, a mixed use real estate development and town center following the new urbanism architectural and design movement. Camana Bay is located on Grand Cayman, Cayman Islands.
SOURCE Eastern Capital Limited
For further information: or to obtain a copy of the early warning report, please contact William Sullivan at 345.640.3330. Eastern Capital Limited, Queensgate House, 113 South Church Street, PO Box 1994, Grand Cayman, KY1-1104, Cayman Islands