NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR DISSEMINATION
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, July 15, 2015 (GLOBE NEWSWIRE) -- GeneNews Limited (“GeneNews” or the “Company”) (TSX:GEN) today announced that it is proposing to complete a non-brokered private placement (the “Private Placement”) of up to 8,668,240 units (“Units”)at a price of $0.35 per Unit for aggregate gross proceeds to the Company of up to approximately $3.034 million. Each Unit is comprised of one common share (“Common Share”) and one-half warrant. Each whole warrant (“Warrant”) entitles the holder to purchase one Common Share at an exercise price of $0.50 for a period of 1 year following the date of issue, subject to customary adjustment provisions.
GeneNews will use the proceeds for general working capital purposes and there will be no broker commissions or fees associated with this Private Placement.
The aggregate number of Common Shares potentially issuable pursuant to the Private Placement (including the Common Shares issuable upon the exercise of the Warrants) represents 25% of the 52,009,445 currently issued and outstanding Common Shares on a non-diluted basis.
The Private Placement is expected to be completed by the end of the month. Certain insiders of the Company have indicated their support for the Private Placement. Any such participation would be a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company’s market capitalization.
The number of Common Shares potentially issuable to insiders of the Company pursuant to the Private Placement (including any Common Shares issuable upon the exercise of the Warrants) will represent not more than 10% of the Company’s currently issued and outstanding Common Shares on a non-diluted basis.
The Private Placement is subject to the approval of the TSX.
About GeneNews
GeneNews is focused on developing and commercializing proprietary molecular diagnostic tests for the early detection of diseases and personalized health management, with a primary focus on cancer-related indications. The Company’s lead product, ColonSentry®, is the world’s first blood test to assess an individual’s current risk for colorectal cancer. In 2013, GeneNews created a U.S. joint venture, Innovative Diagnostic Laboratory, LLP (“IDL”), that it is committed to help become a leader in molecular diagnostics and personalized medicine, serving as a strong commercialization outlet for advanced cancer tests. Taking a multi-view approach to the diagnosis and treatment of cancer, IDL is working to assemble, through a combination of internal pipeline development, third-party licenses and potential acquisitions, a robust menu of novel, proprietary tests to be offered by it throughout the United States. 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.
Forward-Looking Statements
This press release contains forward-looking statements, which reflect the Company’s current expectations regarding future events, including including with respect to the Company’s ability to raise capital and complete the Private Placement when anticipated. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein including as a result of a change in the trading price of the Common Shares, the TSX not approving the transaction, or the Company being unable to find purchasers for its Units. Investors should consult the Company’s ongoing quarterly filings, annual information form 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. Subject to applicable law, the Company disclaims any obligation to update these forward-looking statements.
CONTACT: Company Contact: James R. Howard-Tripp Executive Chairman Office: (905) 209-2030 jhoward-tripp@genenews.com Investor & Media Contact: Stephen Kilmer Kilmer Lucas Inc. Office: (212) 618-6347 Mobile: (905) 906-6908 skilmer@genenews.com
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