PreMD Inc. Announces Debenture Financing
03 Marzo 2008 - 8:01AM
PR Newswire (US)
TORONTO, March 3 /PRNewswire-FirstCall/ -- Predictive medicine
company PreMD Inc. (TSX: PMD; Amex: PME) ("PreMD" or the "Company")
today announced that it has completed an agreement with Midsummer
Investment, Ltd. with respect to an offering of unsecured
debentures (the "Debentures"). Several additional existing
institutional, qualified investors and insiders have also agreed to
participate. Under the terms of the agreement, PreMD will issue up
to CDN $1.22 million of the Debentures. The Debentures mature 18
months after the date of issuance at an amount equal to CDN$1,176
per CDN$1,000 principal amount. The Company has agreed to certain
pre-payable forced redemptions at the option of the holders or the
Company. The proceeds from the private placement are to be used for
general corporate purposes. The Company will also issue
approximately five million common share purchase warrants (the
"Warrants"), each Warrant being exercisable for a period of five
years into one common share at $0.2759, a price equal to 100% of
the 5-day volume-weighted average price of the common shares on the
Toronto Stock Exchange. The sale of the Debentures and Warrants is
expected to close on or before March 12, 2008 subject to the
satisfaction of certain closing conditions and any necessary
regulatory approvals from the American Stock Exchange and the
Toronto Stock Exchange. The common shares issuable upon exercise of
the Warrants will be subject to a Canadian statutory hold period of
four months and a day after the closing date. In addition, neither
the Debentures nor the Warrants have been registered with the
United States Securities and Exchange Commission (the "SEC") or the
securities commission of any state in reliance upon one or more
exemptions from the securities registration requirements pursuant
to the Securities Act of 1933, as amended (the "US Securities
Act"), and, accordingly, may not be offered or sold except pursuant
to an effective registration statement under the US Securities Act
or pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in accordance with applicable state securities laws. PreMD has
agreed to prepare and use its commercially reasonable best efforts
to file a registration statement (the "Registration Statement")
with the SEC on or before the date which is 180 days after the
closing date of the transaction. Further, PreMD has also agreed to
use its commercially reasonable best efforts to cause the
Registration Statement to be declared effective under the US
Securities Act as promptly as possible after the filing of the
Registration Statement, and shall use its commercially reasonable
best efforts to keep the Registration Statement continuously
effective under the US Securities Act until all Registrable
Securities have been sold or may be sold without volume
restrictions pursuant to Rule 144(k). About PreMD Inc. PreMD Inc.
is a leader in predictive medicine, dedicated to developing rapid,
non-invasive tests for the early detection of life-threatening
diseases. PreMD's cardiovascular products include a line of
non-invasive skin cholesterol tests. PreMD's other skin cholesterol
products include PREVU(x) LT, a skin cholesterol test designed for
use in the life insurance industry. The Company's cancer tests
include ColorectAlert(TM), LungAlert(TM) and a breast cancer test.
PreMD's head office is located in Toronto, Ontario and its research
and product development facility is at McMaster University in
Hamilton, Ontario. For more information about PreMD, please visit
http://www.premdinc.com/. This press release contains
forward-looking statements. These statements involve known and
unknown risks and uncertainties, which could cause the Company's
actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include,
among others, the successful development or marketing of the
Company's products, the competitiveness of the Company's products
if successfully commercialized, the lack of operating profit and
availability of funds and resources to pursue R&D projects, the
successful and timely completion of clinical studies, product
liability, reliance on third-party manufacturers, the ability of
the Company to take advantage of business opportunities,
uncertainties related to the regulatory process, and general
changes in economic conditions. In addition, while the Company
routinely obtains patents for its products and technology, the
protection offered by the Company's patents and patent applications
may be challenged, invalidated or circumvented by our competitors
and there can be no guarantee of our ability to obtain or maintain
patent protection for our products or product candidates. Investors
should consult the Company's quarterly and annual filings with the
Canadian and U.S. securities commissions for additional information
on risks and uncertainties relating to the forward-looking
statements. Investors are cautioned not to rely on these
forward-looking statements. PreMD is providing this information as
of the date of this press release and does not undertake any
obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or
otherwise. (x) Trademark DATASOURCE: PreMD Inc. CONTACT: Ron
Hosking, Vice-President Finance and CFO, Tel: (416) 222-3449 ext.
24, Email: ; Michelle Rabba, Manager, Corporate Communications,
Tel: (416) 222-3449 ext 25, Email:
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