OTTAWA,
March 11, 2016 /CNW/
- Annidis Corporation (TSX Venture: RHA)
("Annidis" or the "Corporation"), is pleased to
announce that, subject to the approval of the TSX Venture Exchange
(the "TSXV"), it has completed a private placement of a
convertible promissory note in the amount of $200,000 (the "Note") to an insider of the
Corporation, Yimai Technology International Corporation Limited
(the "Lender"). The Note dated March
4, 2016 matures and becomes due and payable on March 4, 2017 and bears non-compounding interest
at a rate of 10% per annum. The Corporation 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 of the Note. At the option of the Lender, the Note,
including any accrued but unpaid interest at the time of
conversion, may be converted into common shares in the capital of
Annidis ("Common Shares") at a conversion price of
$0.05 per Common Share.
The proceeds from the Note will be used by the
Corporation for general working capital purposes. If the
Lender were to convert the Note, it would receive (excluding any
shares issued to satisfy accrued but unpaid interest), 4,000,000
common shares, representing approximately 3.7% of the outstanding
common shares of the Corporation as of the date hereof, and
following such issuances, the Lender would hold 43,982,046 common
shares or 39.3% of the outstanding common shares of the
Corporation.
The issuance of the Note to the Lender
constitutes a "related party transaction" as defined under TSXV
Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101").
The Corporation is relying on the exemptions from the formal
valuation and minority shareholder approval requirements as set out
under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the
fair market value of the consideration for the Note will not exceed
25% of fair market value of the Corporation's market
capitalization. The Corporation is issuing this press
release, and it is reasonable to do, less than 21 days prior to the
closing of the issuance of the Note as the closing is not subject
to any shareholder approval and the Corporation and the Lender were
ready and able to close prior to such 21 day period and the
Corporation is in need of the proceeds.
In accordance with applicable Canadian securities
laws, all securities issued in connection with the Note (including
all underlying securities) are subject to a minimum hold period of
four months and one day.
About Annidis Corporation
Annidis (TSX-V: RHA) has developed and is
marketing a new imaging platform technology based on Multi-Spectral
Imaging (MSI). This new technology is opening a new frontier in
disease identification and its management. The Annidis
MSI technology allows eye-care professionals to view
non-invasively the deepest areas of the eye aiding eye care
professionals in the early identification and treatment of
debilitating eye diseases. The Company's existing RHA 2020-U Gold,
used by eye care professionals as a broad based tool for detecting
early-onset of eye related diseases such as Dry AMD, has a
potential market of over 20,000 clinics in North America.
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.
Certain statements in this press release are
forward looking statements and are prospective in nature, including
statements with respect to the Corporation's intended use of the
proceeds of the Note. Forwardlooking statements are not
based on historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forwardlooking statements. These statements generally can be
identified by the use of forwardlooking words such as "may",
"should", "will", "could", "intend", "estimate", "plan",
"anticipate", "expect", "believe" or "continue", or the negative
thereof or similar variations. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations. Such forwardlooking statements should
therefore be construed in light of such factors, and the
Corporation is not under any obligation, and expressly disclaims
any intention or obligation, to update or revise any
forwardlooking statements, whether as a result of new
information, future events or otherwise.
SOURCE Annidis Corporation