Stocks & Investing
Stocks and Investing
Stocks and Investing
Tue, April 30, 2013
Mon, April 29, 2013 Pyng Medical Corp. Announces Proposed Shares for Debt Transaction and Private Placement
April 29, 2013 18:09 ET
Pyng Medical Corp. Announces Proposed Shares for Debt Transaction and Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 29, 2013) - 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.
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 release.
