WANCHAI, Hong Kong, April 23, 2015 /CNW/ - YIMAI TECHNOLOGY INTERNATIONAL COMPANY LIMITED ("Yimai") of Unit D, 16/F, Cheuk Nang Plaza, 250 Hennessy Rd., Wanchai, Hong Kong, pursuant to National Instrument 62 103 "The Early Warning System and Related Take Over Bid and Insider Reporting Issues", has today filed an early warning report disclosing that it advanced the aggregate principal amount of $2,003,589 to Annidis Corporation ("Annidis") in exchange for a convertible promissory note dated November 17, 2014, which convertible promissory note was amended and restated by the parties, subject to the approval of the TSX Venture Exchange, effective April 15, 2015 (the "Note") (see Annidis news release dated April 15, 2015).
The Note will mature and become due and payable on May 17, 2017 (the "Maturity Date") and bears interest at a rate of 10% per annum compounded monthly and payable at maturity. At the option of Yimai, the Note and all outstanding interest having accrued thereon may be converted into common shares in the capital of Annidis (each a "Common Share") at a conversion price of $0.35 per Common Share. Annidis may prepay the outstanding principal amount of the Note together with all accrued and unpaid interest, without penalty, at any time prior to the Maturity Date. In the event that the Note is converted at the time of maturity, Yimai will be issued approximately 7,342,844 additional Common Shares representing approximately 7.11% of the Corporation's issued and outstanding Common Shares on a partially diluted basis.
Presently Yimai beneficially owns or controls 27,695,379 Common Shares representing 28.89% of Annidis' issued and outstanding Common Shares on a non-diluted basis. 7,132,046 of the Common Shares beneficially owned by Yimai are currently held in escrow in accordance with the terms of the private placement announced on October 4, 2013 (see Annidis news release dated October 4, 2013). In addition to the approximately 7,341,841 Common Shares issuable to Yimai upon conversion of the Note at the Maturity Date, Yimai also beneficially owns or controls 2,000,000 warrants for the purchase of Common Shares (representing approximately 2.04% of the Corporation's issued and outstanding Common Shares on a partially diluted basis) (the "Warrants"). On a partially diluted basis, assuming the conversion of the Note on the Maturity Date and the exercise of all of the Warrants, Yimai will beneficially own and control 35.2% of the Corporation's issued and outstanding Common Shares.
Yimai has acquired the Note for investment purposes. Yimai reserves the right to formulate other plans or make other proposals and take such actions with respect to its investment holding as it may determine in its sole discretion. Yimai may at any time reconsider and change its plans or proposals relating to the foregoing. The issuance of the Note and the distribution of the Common Shares upon conversion of the Note will be exempt from prospectus and registration requirements. The exemption from securities legislation relied on in connection with the issuance of the Note is the accredited investor exemption set out in Section 2.3 of National Instrument 45-106. The issuance of the Note to Yimai will meet the requirements of the exemption set out therein because Yimai has net assets of at least $5-million.
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 YIMAI Technology International Company Limited
For further information: Yimai Technologies International Company Limited, Unit D, 16/F250 Hennessy Road, Wanchai Hong Kong, Phone: +0755-269808019