Toronto, Ontario–(Newsfile Corp. – June 21, 2017) – The Jenex Corporation (TSXV: JEN.H) (“Jenex” or the “Company”), a progressive medical device technology company, is pleased to announce that further to its May 29, 2017 announcement, (The Jenex Corporation Announces Equity Financing with Insider Participation), it has completed, subject to receiving final acceptance from the TSX Venture Exchange (the “TSXV“), an oversubscribed non-brokered private placement (the “Financing“) of 6,350,000 units (“Units“) of the Company at a price of $0.05 per Unit for gross proceeds of $317,500. The financing was oversubscribed by $67,500. Each Unit is comprised of one Jenex common share (a “Share“) and one Jenex common share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to purchase one Share at a price of $0.08 for a period of three years from the date of issuance of the Warrant. The term of the Warrants will be subject to an acceleration right at the option of the Company, in the event that the Shares trade at or above $0.15 per 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. Insiders and close associates of the Company subscribed for 1,950,000 Units of the Financing for gross proceeds of $97,500.
In connection with the Financing, Rob Fia, Chief Executive Officer of the Company, sold an aggregate of 250,000 Jenex common shares from his personal shareholdings to a private investor at a price of $0.05 per share for proceeds of $12,500. Mr. Fia used all of the proceeds from the sale of these shares to purchase Units under the Financing.
The issuance of shares to Mr. Fia and to John Gamble, a Jenex director, as part of the Financing is considered to be a related party transaction subject to TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). 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 MI 61-101 on the basis that the value of securities to be purchased by Messrs. Fia & Gamble pursuant to the Financing does not exceed 25% of the fair market value of the Company’s current market capitalization.
The Financing was approved by all of the independent directors of the Company. The number of Shares potentially issuable to insiders of the Company pursuant to the Financing (including any Shares issuable upon the exercise of the Warrants) represents not more than 10% of the Company’s currently issued and outstanding Shares on a non-diluted basis. The securities being issued pursuant to the Financing will be subject to a hold period expiring four months and one day from the date of their issuance in accordance with applicable Canadian securities law.
Jenex intends to use the net proceeds of the Financing to fund the Company’s product commercialization and manufacturing programs for TherOZap™ and InterceptCS™, sales and marketing and for general working capital purposes.
Mr. Rob Fia, CEO, commented:
“Along with insiders of the Company participating in the Financing, a good number of participants in this Financing were existing Jenex shareholders as well as many prospective new shareholders. Personally speaking, I am very pleased to report that, I have made investments in Jenex to acquire more than 5% ownership in the Company. I have tremendous faith in the potential of Jenex, our team and our unique medical device platform technology.“
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 currently trades on the NEX (NEX: JEN.H) but intends to shortly apply to the TSXV for a Reactivation to graduate to Tier 2 of that exchange. 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 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 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
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