Pyng Medical Corp. Announces Results of Special Meeting and Repricing of Convertible Debentures
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jul 17, 2013) - Pyng Medical Corp. (TSX VENTURE:PYT) (the "Company") is pleased to report that, at a special meeting of shareholders held in Vancouver, British Columbia on Thursday, July 11, 2013 (the "Meeting"), the disinterested shareholders of the Company approved a shares for debt transaction and private placement, on the following basis:
The Company intends 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$) (the "Debt") owed by the Company to MDR Specialty Distribution Corporation ("MDR") into common shares of the Company ("Common Shares") at a price of $0.09 per Common Share, subject to final TSX Venture Exchange ("TSX-V") acceptance (the "Shares for Debt Transaction"). 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.
Concurrently with the completion of the Shares for Debt Transaction, Excelera Corporation ("Excelera"), the Company's largest shareholder currently holding approximately 17.71% of the Company's outstanding Common Shares, intends to 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. The net proceeds from the Private Placement will be used for general working capital. The completion of the Private Placement remains subject to final acceptance by the TSX-V.
The Company's Board also retains the discretion, approved by shareholders at the Meeting, not to proceed with the Shares for Debt Transaction or the Private Placement.
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.
Following the completion of the Shares for Debt Transaction and the Private Placement:
MDR would own 6,645,080 Common Shares, being approximately 25.20% of the 26,365,273 Common Shares that would then be outstanding;
Excelera would own 5,777,777 Common Shares, being approximately 21.91% of the 26,365,273 Common Shares that would then be outstanding; and
MDR and Excelera would own a combined 47.12% of the Common Shares then outstanding, and upon exercise of the Warrants held by Excelera, MDR and Excelera would own a combined 49.76% of the Common Shares then outstanding.
Accordingly, following the completion of the Shares for Debt Transaction and the Private Placement, each of MDR and Excelera would be a Control Person (as such term is defined in TSX-V Policy 1.1) of the Company. As a result, under TSX-V Policies 4.1 and 4.3, disinterested shareholder approval of these transactions was required and obtained at the Meeting.
Repricing of Convertible Debentures
The Company also reports that, at a Board meeting convened following the Meeting, the directors approved the repricing of convertible debentures in the principal amount of $545,000 issued by the Company on August 10, 2009, from the original conversion price of $0.20 per Common Share to $0.09 per Common Share, and a corresponding reduction of the exercise price of common share purchase warrants issued as part of the convertible debt financing from $0.22 per Common Share to $0.1125 per Common Share, subject to the approval of the Company's disinterested shareholders and the TSX-V.
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.
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.
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.
