- Initial US $500,000 Equity Draw Down to Commence Immediately -
TORONTO, Nov. 9, 2017 /CNW/ - GeneNews Limited (TSX:GEN) ("GeneNews" or the "Company") announced today that it has concluded the Milost Equity Subscription Agreement (MESA) with Milost Global Inc. ("Milost" or the Purchaser") pursuant to which Milost will invest up to US $10 million in GeneNews. The initial Equity Draw Down of US $500,000 will be completed immediately.
The Common Share purchase will be priced at a 50% premium to the 20-day volume weighted average price of the common shares of GeneNews on the Toronto Stock Exchange ("TSX") on the date of the draw down notice.
The Equity Draw Down is expected to be completed within 10 business days of the draw down notice execution date, subject to receipt of all necessary regulatory approvals. This initial US $500,000 tranche is strategically designed to fuel the Company's momentum while minimizing dilution. This will be followed with successive tranches as needed.
"We are very pleased to have Milost Global Inc., a US $25 billion fund, in our corner as we enter a period of significant growth," commented GeneNews' Chairman and CEO, James R Howard-Tripp. "We are now 18 months post acquisition of Innovative Diagnostic Laboratory (IDL) and corporate restructuring. We are also gaining acceptance of our suite of early cancer diagnostics by large healthcare systems through our partnership with JTS Health and have multiple contracts nearing signature. In addition, we continue to see growth among small, independent practices, and among patients who want greater control over healthcare decisions. This includes patients who are actively seeking advanced molecular testing through new avenues, including telemedicine.
Mandla J. Gwadiso, Managing Partner & CEO of Milost Global Inc, stated, "We are excited by the opportunity to partner with Jim on his trajectory towards making GeneNews cash generative in the short-term. More importantly, we want to hold his hand as he continues to build GeneNews to become a big player in the biotech space. This is our very first transaction on the TSX and we are thrilled that GeneNews has become our very foundation to our entry into the Canadian market."
Milost Global Inc, Senior Partner & COO, Bernard B. Yaw, stated "We are convinced that the Company is on the right path to market acceptance and penetration in the early cancer diagnostic space and the Company is at a point of inflection towards profitability. Investing in this space involves lots of patience and Milost Global is a long-term investor. An investment in GeneNews augurs well into our investment mix and portfolio balance. We are proud to invest in this hidden gem in GeneNews. It has been a pleasure working with Mr. James Howard-Tripp and we thank him and the Board for the opportunity."
The initial equity Draw Down forms part of an equity and debt subscription agreement (the "MESA") entered into by GeneNews and Milost for up to US $10 million in total proceeds. The MESA includes up to US $4 million in Common Shares in GeneNews to be drawn down ("Equity Draw Down"), at the Company's option, in maximum installments of US $1 million, and up to US $6 million in unsecured convertible notes in tranches not to exceed US $3 million.
Proceeds drawn down from the MESA will be used for working capital and corporate growth purposes, including the continued execution of the Company's growth strategy for its Virginia-based Innovative Diagnostic Laboratory ("IDL") clinical reference lab business.
Should the market price of the Common Shares not be at or above the Purchase Price on or before 180 business days from the date of any Note or Equity Draw Down, then the Company will recognize to the Purchaser, as its sole remedy, a discount of 20% against the Purchase Price plus at the 180 business day mark, the variance between the Purchase Price and the market price, to be paid by the Company in Common Shares, provided however, that in no event shall such combined discount exceed a 25% discount from the market price at draw down, assuming market price at draw down is less than Canadian $0.50; if the market price at draw down is C$0.51-2.00, the maximum discount is 20%, and if market price at draw down is greater than C$2.00, the maximum discount is 15%.
In connection with the transaction, GeneNews has agreed to pay a commitment fee of four percent (4%) of the total Equity Component, in common shares, as half upon draw of the first tranche, and half upon draw of the second tranche, and three percent (3%) of the total Note Component, to be paid in cash upon the first draw.
The MESA, including the Initial Draw Down and each draw down under it, are subject to the approval of the TSX.
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.
About MILOST GLOBAL, INC.
Milost Global, Inc. is an American Private Equity firm that is headquartered in New York City. With more than $25 billion in committed capital, Milost is at the intersection of creative investing and value creation. Milost is also a provider of alternative capital, mezzanine finance and alternative lending to a broad range of industries across the globe including Technology, Transport, Cannabis, Education, Distribution, Mining, Oil & Gas, Financial Services, Healthcare, Pharmaceuticals, Real Estate, Alternative Energy and Infrastructure Development. http://www.milostglobal.com/
This press release contains forward-looking statements identified by words such as "expects", "will" and similar expressions, which reflect the Company's current expectations regarding future events, including with respect to obtaining regulatory approval and execution of a definitive subscription agreement. The forward-looking statements involve risks and uncertainties that could cause the Company's actual events to differ materially from those projected herein. Investors should consult the Company'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 Company 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, [email protected]