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MISSISSAUGA, Ontario–(BUSINESS WIRE)– MedX Health Corp. (“MedX“or the”Company”) (TSXV:MDX), a global leader in teledermatology, is pleased to announce that it is proposing to complete a private placement financing to raise up to $1.5 million through the issuance of a secured convertible debenture.
Proposed Secured Convertible Debenture
Pursuant to the proposed offering, which is subject to acceptance by the TSX Venture Exchange (“TSXV”) and any other relevant regulatory or other consent and approval, financing of up to an aggregate of $1.5 million will be levied on the express basis that the advances will be applied precisely and uniquely expenses notified and approved by the Lender. Interest will be payable at 8% per annum, payable quarterly. The convertible debenture will be secured by a fixed and floating charge over all assets and liabilities of the borrower, will have a term of five years and will be subject to customary default provisions. The debenture will be convertible into units at the option of the lender. Each unit will consist of one common share and one share purchase warrant. The conversion price(s) will be calculated at the time of drawdown and will comply in all respects with the policies of the TSXV. With respect to any direct debit (“Initial direct debit“”Original Price Reservation Date), the conversion price will be $0.05 per unit, on condition that if the conversion right is exercised after the first anniversary of the original price reservation date, the conversion price applicable to Units issuable in respect of the initial drawdown for the remainder of the term will be $0.10. The exercise price of the warrants comprised of issuable units in respect of the initial draw down will be $0.20. A separate acceptance from the TSX Venture Exchange will be required for any further drawdowns to occur on any occasion after the expiry of the initial 45 day period (“Subsequent direct debit(s)”). For any subsequent drawdown, and subject to acceptance by TSXV, the conversion price will be the greater of (a) $0.05 or (b) the market price on the date the price is reserved at regard to this subsequent direct debit (“Later price reservation date”) minus the maximum allowable discount in accordance with TSXV Policy 1.1, on condition that if the Conversion Right is exercised after the first anniversary of the Subsequent Price Reservation Date in respect of any Subsequent Direct Debit, then the Conversion Price applicable to such Direct Debit(s) for the Remainder of the Term will be the greater of (a) $0.10 or (b) the market price on the subsequent price reservation date less the maximum discount permitted under TSXV Policy 1.1. The exercise price of Warrants comprised of Issued Units in respect of any subsequent drawdown will be $0.20 or such greater price consistent with the TSXV’s policies regarding the pricing of Warrants at the time of issuance of these warrants. All securities issued or issuable will be subject to a hold period of four months from the date of initial issue.
Transaction between related parties.
The sole underwriter in the proposed placement is Forest Lane Holdings Limited, a company controlled by David Hennigar, a director of the Company, and therefore it is a “related party transaction” as that term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Subject to acceptance by the TSXV, the Company will rely on the exemptions from the formal valuation and minority shareholder approval requirements set forth in NI 61-101 because (a) the fair market value of the proposed investment at Forest Lane Holdings Limited does not exceed 25% of the Company’s market capitalization and the conditions of section 5.7(1)(a) of NI 61-101 are met, (b) the fair market value of the securities making the the purpose of the distribution is less than $2,500,000 and the conditions of section 5.7(1)(b) of NI 61-101 are met, and (c) the financial hardship provisions of section 5.7(1) e) of NI 61-101 are complied with.
About MedX Health Corp.
MedX, headquartered in Ontario, Canada, is a leader in medical devices and software focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, using its SIAscopy® technology. SIAscopy® is also integrated into its SIAMETRICS®, SIMSYS® and MoleMate® products, which MedX manufactures in its ISO 13485 certified facility. to visualize suspicious moles and lesions up to 2 mm below in a painless and non-invasive way. Its patented software then creates real-time images allowing doctors and dermatologists to assess all types of moles or lesions in seconds. These products are cleared by Health Canada, the United States Food and Drug Administration, Therapeutic Goods Administration and Conformité Européenne for use in Canada, United States, Australia, New Zealand, European Union, in Brazil and Turkey.
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.
This press release may contain forward-looking statements, which reflect the Company’s current expectations regarding future events. Forward-looking statements involve risks and uncertainties.
Bill Mitoulas, Investor Relations
MedX Health Corp.
Source: MedX Health Corp.