TORONTO, July 14, 2017 /CNW/ - At its annual and special meeting of shareholders held on June 29, 2017, GeneNews Limited ("GeneNews" or the "Company") (TSX:GEN) sought and received disinterested shareholder approval for the issuance of common shares from treasury (the "Common Shares") to certain members of its Board (the "Participating Directors") who, in order to assist the Company address its payment obligations while preserving its cash resources, were considering accepting payment of up-to the total amount of fees and expenses earned and unpaid at the time of the Meeting, through the issuance of Common Shares.
GeneNews announced today the issuance of an aggregate of 2,279,078 Common Shares to make a payment of approximately USD $390,000 to Participating Directors, with the remaining outstanding balance of USD $40,000 to be paid in cash. The conversion of payment obligations to Common Shares was calculated based on the five day volume-weighted average price (the "5 day VWAP") on May 26, 2017 of the Common Shares on the Toronto Stock Exchange, which was CAD $0.23, and the Bank of Canada's foreign exchange conversion rate from US to Canadian dollars at the close of business on May 28, 2017.
The Company has determined that while the issuance of the Directors' Shares may be a related party transaction pursuant to Multilateral Instrument 61-101 – Special Transactions ("MI 61-101"), the Company is not required to obtain a formal valuation under subsection 5.4(1) of MI 61-101 for the issuance of the Directors' Shares. 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 Directors' Shares nor the fair market value of the consideration paid for such Directors' Shares exceeds 25% of the Company's market capitalization.
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.
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. 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, [email protected]; Investor & Media Contact: Stephen Kilmer, Office: (647) 872-4849, [email protected]