VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 12, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
LED Medical Diagnostics Inc. ("LED" or the "Company") (TSX VENTURE:LMD) announced today that it has filed a final short form prospectus for a best efforts agency public offering. Bloom Burton & Co. Limited (the "Agent"), as agent for the offering, has agreed to sell units of the Company (the "Units") at a price of CDN$0.18 per Unit. The Agent has been granted the option to offer for sale up to an additional 15% of the Units issued under the offering, exercisable in whole or in part at any time on or before November 24, 2015. Each Unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to acquire one common share of LED at a price of US$0.20 for a period of two years after the date of issuance.
The offering is expected to close on or about November 25, 2015. Completion of the offering is subject to a number of conditions, including receipt of all regulatory approvals. There can be no assurance that the proposed offering will complete, or as to the actual size or terms of the offering. The offering is being made by way of a short form prospectus in each of the provinces of British Columbia, Alberta and Ontario. A copy of the final short form prospectus is available at
www.sedar.com.
In connection with the offering, the Agent will receive a cash commission of 7% of the gross proceeds of the offering and non-transferable broker warrants equal to 7% of the aggregate number of units sold under the offering. Each broker warrant will be exercisable into one common share of LED at a price of US$0.20 per share for a period of two years after the date of issuance.
The proceeds of the offering are intended for working capital purposes including the purchase of inventory. The Company has received a waiver from the holders of its CDN$1.1 million and US$500,000 senior secured debentures waiving the requirement pursuant to the terms of the debentures that would otherwise have required the Company to repay the debentures in connection with the offering if the offering exceeded $3 million.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities within the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States except in compliance with exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About LED Medical Diagnostics Inc.
Founded in 2003 and headquartered in Vancouver, British Columbia, Canada, LED Medical Diagnostics Inc., through its wholly-owned subsidiaries LED Dental Inc. and LED Dental Ltd, provide dentists and oral health specialists with advanced diagnostic imaging products and software, in addition to the award-winning VELscope(R) Vx tissue fluorescence visualization technology. Backed by an experienced leadership team and dedicated to a higher level of service and support, LED Dental is committed to providing dental practitioners with the best technology available by identifying and adding leading products to its growing portfolio.
The Company is currently listed on the TSX-V under the symbol "LMD", the OTCQX under the symbol "LEDIF", as well as the Frankfurt Stock Exchange under the symbol "LME". For more information, call 884.952.7327 or visit
www.leddental.com/investor-relations.
Forward-Looking Statements
This press release contains statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking information under applicable Canadian securities legislation that involve risks and uncertainties. Such forward-looking statements or information include statements regarding the completion of the offering and the intended use of proceeds. Persons reading this press release are cautioned that such statements or information are only predictions, and that the Corporation's actual future results or performance may be materially different. Factors that could cause actual events or results to differ materially from those suggested by these forward-looking statements include, but are not limited to risks relating to completion of the offering; the risks related to the offering including volatility of market price of common shares, going concern, U.S. FDA approvals, no market for warrants, loss of entire investment, use of proceeds and dilution risk; and the risks relating to LED including history of losses, uncertainty of additional financing, third party product risks, regulatory matters, intellectual property risks and the other risks and factors described in the final short form prospectus and the documents incorporated by reference therein filed on SEDAR. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. All forward-looking statements made in this press release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company will be realized. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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.