Toronto, Ontario–(Newsfile Corp. – May 29, 2017) – The Jenex Corporation (TSXV: JEN.H) (“Jenex” or the “Company”), a progressive medical device technology company, today announced that it intends to complete a non-brokered private placement (the “Private Placement Financing“) of up to 5,000,000 units (“Units“) of the Company at a price of $0.05 per Unit for gross proceeds of up to $250,000 subject to regulatory and stock exchange approval. There is no minimum offering amount. Each Unit will consist of one common share and one common share purchase warrant. Each common share purchase warrant will entitle the holder to purchase one common share at a price of $0.08 for a period of three years from the date of issuance. The term of the Warrants will be subject to an acceleration right at the option of the Company, in the event that the Common Shares trade at or above $0.15 per Common Share for a full 10 consecutive trading days following the date which is four months and one day from the Closing Date, and the Company has provided Warrant holders with 30 days prior written notice of the accelerated Warrant exercise date. It is anticipated that insiders of the Company will subscribe for up to 1,700,000 Units for gross proceeds of up to $85,000 under the Private Placement Financing.
In connection with the Private Placement Financing, Mr. Rob Fia, Chief Executive Officer of the Company, and Mr. John Gamble, Director, have agreed to sell an aggregate of up to 500,000 common shares from their personal shareholdings to a private investor at a price of $0.05 per share for proceeds of up to $25,000. Messrs. Fia & Gamble intend to use all of the proceeds from the sale of these shares to purchase Units under the Private Placement Financing.
The issuance of shares to Messrs. Fia & Gamble and other insiders under the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of securities to be purchased by Messrs. Fia & Gamble and other insiders under the Private Placement Financing will not exceed 25% of the fair market value of the Company’s market capitalization.
The offer to purchase Units is available to all security holders of the Company who held common shares on May 29, 2017 (shareholders resident in Ontario, Alberta, British Columbia, Manitoba, Quebec and countries other Canada, will need to meet local jurisdiction requirements to participate). The offer will be open until June 7, 2017. The aggregate acquisition cost to a subscribing shareholder relying on the prospectus exemption for existing security holders cannot exceed $15,000 unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction. In completing the Private Placement Financing, the Company may utilize other available regulatory exemptions in addition to the existing security holders’ exemption. In accordance with the existing security holder exemption, the Company confirms there is no material fact or material change related to the Company that has not been generally disclosed and that the Company’s “core documents” and “documents” as defined under applicable securities laws do not contain a misrepresentation.
Further terms and conditions shall be set out in the form of subscription agreement that will be made available to interested shareholders. If you are a security holder who is interested in participating, you should contact the Company by email at email@example.com. If the Company receives total subscriptions exceeding $250,000, the Company will fill subscriptions on a first come, first served basis.
In connection with the Private Placement of Units to non-insiders, the Company may pay a finder’s fee in cash, subject to regulatory and stock exchange approval. The Company expects to close the Private Placement on or about June 8, 2017.
The Private Placement is subject to all necessary regulatory and stock exchange approvals. The securities being issued pursuant to the Private Placement Financing will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities law.
Jenex intends to use the net proceeds of the Private Placement Financing to fund the Company’s product commercialization and manufacturing programs for TherOZap™ and InterceptCS™, sales and marketing and for general working capital purposes.
Jenex is a progressive medical device technology company focused on providing consumers with quality medical devices that address their dermatological needs. Clear and healthy skin for all is at the core of Jenex’s philosophy as is the belief that such outcomes should not be a privilege for only those who can afford costly procedures and treatments. The Company’s breakthrough proprietary technology delivers effective, non-invasive and pain free skin care. The Jenex Corporation trades on the NEX (NEX: JEN.H). For more information visit: http://ift.tt/2ehz6Pb or www.therozap.com.
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute “forward-looking” statements. These statements relate to future events or the Company’s future performance and include a Private Placement Financing as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Company may not complete the entire Private Placement Financing to cover working capital requirements to complete the commercialization or marketing of its products as described in this news or attract capital in the future. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Neither the 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 press release.
For further information please contact:
The Jenex Corporation
CEO & Chairman
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES
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