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Isis Lab Corp
Symbol LAB
Shares Issued 55,315,053
Close 2014-07-18 C$ 0.41
Market Cap C$ 22,679,172
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Isis Lab arranges $2-million private placement

2014-07-21 07:52 ET - News Release

Mr. Ute Koessler reports

ISIS LAB CORPORATION ANNOUNCES BROKERED PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Isis Lab Corp. has proposed a private placement and a share-for-debt transaction.

Private placement

Isis is pleased to announce it has entered into an engagement letter with Mackie Research Capital Corp., as sole lead agent and sole book runner, to conduct a private placement, on a commercially reasonable efforts basis, of up to $2-million principal amount of unsecured debentures of the company. The debentures will be unsecured obligations of the company, with a term of 13 months and will bear interest at the rate of 12 per cent per year. The debentures may be prepaid by the company at any time without penalty, provided that a minimum of four months of interest will be payable by the company. Bonus shares will be issued to debenture holders in an amount equal to 8 per cent of the principal amount of the debentures issued at a deemed price of 41 cents for up to 390,243 bonus shares in aggregate (or approximately 195 bonus shares per $1,000 debenture).

Pursuant to the engagement letter, the agent will be entitled to receive compensation in an amount equal to 6 per cent of the debentures raised (up to $120,000) payable in cash, and the agent will also receive 60 non-transferable warrants for every $1,000 debenture issued, for up to 120,000 broker warrants. Each broker warrant will entitle the agent to purchase one common share at 41 cents per share for a period of 24 months. In addition, the agent shall be entitled to reimbursement for reasonable expenses of or incidental to, the private placement including the legal fees of agents' counsel, disbursements and other expenses.

Completion of the private placement is subject to a number of conditions, including the completion of due diligence by the agent, the negotiation and execution of definitive documentation and receipt of the approval of the TSX Venture Exchange to list the bonus shares and the common shares underlying the broker warrants on the TSX-V. Subject to the satisfaction or waiver of the conditions, the private placement is expected to close on or about July 25, 2014. All securities issued pursuant to the private placement will be subject to a four-month-and-one-day hold period in accordance with applicable securities laws. The net proceeds from the private placement will be used to pursue strategic acquisitions and for general working capital purposes.

Shares for debt

Recognizing the need to preserve the company's cash and reduce its liabilities, Isis today also announces that subject to TSX-V approval, it has entered into a shares-for-debt agreement with the agent pursuant to which the company will issue 315,000 common shares at a deemed price of 41 cents to settle a termination fee in the amount of $129,150 payable by the company to terminate a certain right of first refusal previously granted by the company to the agent. The shares-for-debt transaction and issuance of the common shares will not result in the creation of a new control person (as such term is defined in the TSX-V corporate finance manual), will be subject to a four-month-and-one-day hold period in accordance with applicable securities laws and will be subject to the approval of the TSX-V.

We seek Safe Harbor.

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