TORONTO, June 12, 2017 /CNW/ - GeneNews Limited ("GeneNews" or the "Corporation") (TSX:GEN) announced that it has applied to the Toronto Stock Exchange (the "TSX") to amend the exercise price of outstanding common share purchase warrants (the "GEM Warrants") of the Corporation as issued to GEM Global Yield Fund LLC SCS ("GEM") as contemplated in the agreement between the Corporation and GEM (the "Agreement"). To-date, the Corporation has issued 6 million GEM Warrants that are subject to the terms of this Agreement. The maximum dilution associated with the Common Shares issuable is 6 million Common Shares or 6.5% of the currently issued and outstanding Common Shares. This transaction will not materially affect control of the Corporation.
The GEM Warrants currently entitle the holders thereof to acquire common shares in the capital of the Corporation ("Common Shares") at an exercise price of C$0.50 for 5 years from issuance.
According to section 5.2 of the Agreement, on the first anniversary of the date of the Agreement, if the Market Price is less than 90% of the then-current exercise price [calculated as C$0.45], the exercise price of any Warrants issued shall adjust to 105% of the Market Price at that time, subject to the approval of the Toronto Stock Exchange. As such, in connection with the Agreement, the exercise price of the GEM Warrants would be amended from C$0.50 to C$0.20, which represents 105% of the 5 day volume weighted average price of the Common Shares as at the close of business on June 7, 2017, of C$0.19.
"When looking for the right strategic financing partners last year, it was important to balance the exciting growth opportunity that we see ahead of us with our capital needs and our commitment to maximizing shareholder value," commented said James R. Howard-Tripp, Chairman and CEO of GeneNews. "The decision to work with GEM was driven by its breadth of healthcare experience, deep knowledge of our business, and ability to tailor a financing structure that provided us with the necessary resources to continue executing our growth strategy. We appreciate GEM's continuing support."
The proposed repricing of the GEM Warrants will not be effective until 10 business days after the date hereof as GEM is not an insider of the Corporation.
The Corporation has determined that 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.
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, Innovative Diagnostic Laboratory ("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 including with respect to the approval of disinterested shareholders. 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]