/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, Dec. 2, 2016 /CNW/ - GeneNews Limited (TSX:GEN)
("GeneNews" or the "Company") today announced that it has engaged
All Group Financial Services Inc. (together with such agents as may
join the syndicate, the "Agents") to complete a brokered private
placement (the "Offering") of convertible unsecured debentures (the
"Debentures") for gross proceeds of up to $3
million on a "best efforts" basis.
The Debentures will have a term of three years and bear interest
at a rate of 8% per annum, payable semi-annually in arrears, in
cash. Payment of principal is payable in cash or common
shares of the Company ("Common Shares") at the discretion of the
Company, subject to the approval of the Toronto Stock Exchange (the
"TSX"). If the Company elects to pay the principal in Common
Shares, the number of Common Shares issued will be determined based
on a 10% discount to the 5 day volume weighted average trading
price ending on the trading day immediately preceding the date that
the principal amount is due.
Each Debenture will be convertible, at the option of the holder,
into Common Shares at a conversion price of $0.50, beginning six months after the initial
closing date. Each Debenture will be convertible, at the
option of the Company, at a conversion price of $0.50, beginning twelve months after the closing
date, provided the price of the Common Shares has been at or above
$0.75 for 20 consecutive trading
days.
The net proceeds of the sale of Debentures will be used to repay
current debt and payables, and to launch new products.
The Agents will receive 7% cash commission and broker warrants
equal to 7% of the value of the Offering.
In the event that subscriptions received for the Offering exceed
$3 million, the Company may increase
the size of the Offering. The Offering is subject to a number
of conditions precedent, including, without limitation, receipt of
the approval of the TSX and completion of satisfactory due
diligence by the Agents.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities of GeneNews in
the United States nor shall there
be any offer, solicitation or sale of the Debentures in any state
or other jurisdiction in which such an offer, solicitation or sale
would be unlawful. The Debentures described in this press release
(and any Common Shares issued upon the conversion or maturity of
the Debentures) have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws and may not be
offered or sold within the United
States or to, or for the account or benefit of, "U.S.
persons," as such term is defined in Regulation S under the U.S.
Securities Act, unless an exemption from such registration is
available.
About GeneNews
GeneNews 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 out-comes
through the early diagnosis of disease. Our Richmond, Virginia-based Innovative
Diagnostics 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
the three most prevalent cancer types - colon, lung and prostate.
GeneNews' common shares trade on the Toronto Stock Exchange under
the symbol 'GEN'. More information on GeneNews can be
found at www.GeneNews.com.
Forward-Looking Statements
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 the closing of the Offering on
the terms set out above, expectations regarding use of proceeds,
the receipt of regulatory approvals, the launch of ColonSentry®
test across the United States and
the assembling of a robust menu of other advanced cancer tests to
be offered by IDL. The forward-looking statements involve risks and
uncertainties, including market reaction to the Offering, the
Agents' ability to successfully market the Debentures based on
market conditions, the completion of satisfactory due diligence by
the Agents and the launch of the ColonSentry® test into new
regions, 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