Pyng Medical Corp. Announces Proposed Shares for Debt Transaction and Private Placement
April 29 2013 - 6:09PM
Marketwired Canada
Pyng Medical Corp. (TSX VENTURE:PYT) (the "Company") today announced that it has
reached agreement with MDR Specialty Distribution Corporation ("MDR") to convert
an amount of CDN$598,057.23 (being the equivalent of US$588,118.04, as
calculated at the Bank of Canada closing exchange rate on April 26, 2013 of
1.0169 CDN$/US$) owed by the Company to MDR into common shares at a price of
$0.09 per common share, subject to disinterested shareholder approval and TSX
Venture Exchange ("TSX-V") acceptance (the "Shares for Debt Transaction").
MDR and Excelera Corporation ("Excelera"), the Company's largest shareholder
holding approximately 17.71% of the Company's outstanding common shares, are
wholly-owned subsidiaries of Venuity Corporation. Herbert A. Toms III, a
director of the Company, is the co-founder and Chief Executive Officer of
Venuity Corporation, and owns 80% of the shares of Venuity Corporation.
Pursuant to the Shares for Debt Transaction, a total of 6,645,080 common shares
will be issued to MDR in settlement of the debt owing. Following the completion
of the Shares for Debt Transaction and the Private Placement (as defined below),
MDR will own 6,645,080 common shares, being approximately 25.20% of the
26,365,273 common shares of the Company that would then be outstanding.
Concurrently with the completion of the Shares for Debt Transaction, Excelera
will subscribe for 2,777,777 units of the Company (the "Units") by way of a
private placement at a price of $0.09 per Unit for gross proceeds to the Company
of approximately CDN$250,000 (the "Private Placement"). Each Unit will consist
of one common share of the Company and one-half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant will entitle Excelera to
acquire one additional common share of the Company at a price of $0.1125 per
share for a period of four years from the date of issue.
Following the completion of the Shares for Debt Transaction and the Private
Placement, Excelera will own 5,777,777 common shares, being approximately 21.91%
of the 26,365,273 common shares of the Company that would then be outstanding.
The net proceeds from the Private Placement will be used for general working
capital. Following the completion of the Shares for Debt Transaction and the
Private Placement, MDR and Excelera will own a combined 47.11% of the Company's
common shares then outstanding. Upon exercise of the Warrants, MDR and Excelera
will own a combined 49.76% of the Company's common shares then outstanding. The
completion of the Private Placement is subject to disinterested shareholder
approval and TSX-V acceptance.
The issuance of securities to MDR and Excelera are considered related party
transactions within the meaning of TSX-V Policy 5.9 and Multilateral Instrument
61-101 ("MI 61-101"). The Company intends to rely on the exemption from the
formal valuation requirement of MI 61-101 contained in section 5.5(b) of MI
61-101 in connection with such issuance. The Company will be seeking
disinterested shareholder approval of the related party transactions in
connection with MI 61-101 and TSX-V Policy.
All securities issued in connection with the Shares for Debt Transaction and the
Private Placement will be subject to a statutory hold period of four months plus
a day from the date of issuance in accordance with applicable securities law
legislation.
More information about the Company is available on SEDAR at www.sedar.com under
the Company's profile and on our website: www.pyng.com.
About Pyng Medical Corp.
Pyng Medical Corp. commercializes award-winning trauma and resuscitation
products for front-line critical care personnel. Pyng's expanded product
portfolio includes a variety of innovative, lifesaving tools. With growing
markets in North America, Europe and Asia, Pyng offers user-preferred medical
devices for use by hospital staff, emergency medical services and military
forces worldwide.
Safe Harbour Statement; Forward-Looking Statements: This release may contain
forward-looking statements based on management's expectations, estimates and
projections. All statements that address expectations or projections about the
future, including statements about the Company's strategy for growth, product
development, market position, expected expenditures and financial results are
forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects", "anticipates", "plans", "intends",
"projects", "indicates", and similar expressions. These statements are not
guarantees of future performance and involve a number of risks, uncertainties
and assumptions. Many factors, including those discussed more fully elsewhere in
this release and in documents which may be filed with the British Columbia
Securities Commission, the Alberta Securities Commission, the Ontario Securities
Commission, the TSX Venture Exchange, as well as other USA Commissions, could
cause results to differ materially from those stated. These factors include, but
are not limited to changes in the laws, regulations, policies and economic
conditions, including inflation, interest and foreign currency exchange rates,
of countries in which the Company does business; competitive pressures;
successful integration of structural changes, including restructuring plans,
acquisitions, divestitures and alliances; cost of raw material, research and
development of new products, including regulatory approval and market
acceptance; and seasonality of sales in some products.
FOR FURTHER INFORMATION PLEASE CONTACT:
Pyng Medical Corp.
George Dorin
Chief Financial Officer
(604) 303-7964 x219
www.pyng.com
Goldrock Mines Corporation (TSXV:MDR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Goldrock Mines Corporation (TSXV:MDR)
Historical Stock Chart
From Sep 2023 to Sep 2024