OTTAWA,
April 14, 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 the private placement of a
convertible promissory note in the amount of $100,000 (the "Note") to an insider of the
Corporation, Yimai Technology International Corporation Limited
(the "Lender"). The Note, dated March
31, 2016, matures and becomes due and payable on
March 31, 2017 and bears interest
while outstanding 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 and
subject to the applicable policies of TSXV, the Note, including any
accrued but unpaid interest thereon at the time of conversion, may
be converted into common shares in the capital of Annidis
("Common Shares") at a conversion price of $0.06 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), 1,666,667
common shares, representing approximately 1.55% of the outstanding
common shares of the Corporation as of the date hereof, and
following such issuance, the Lender would hold 41,648,713 common
shares or 38.02% 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. Forward‐looking 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
forward‐looking statements. These statements
generally can be identified by the use of
forward‐looking 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 forward‐looking 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
forward‐looking statements, whether as a result of
new information, future events or otherwise.
SOURCE Annidis Corporation