VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 27, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
Verisante Technology, Inc. (TSX VENTURE:VRS)(VRSEF) (the "Company" or "Verisante"), a leader in cancer detection technology, announced today that the Company intends to complete two separate and independent brokered private placements through Raymond James Ltd. (agent for sales in Canada only) and a separate Agent for sales in the US (the "Agents"). The private placement to be conducted by Raymond James Ltd. shall be for a minimum of 4,000,000 to a maximum of 10,000,000 units at $0.50 per unit for total gross proceeds of a minimum of $2,000,000 and a maximum of $5,000,000, and the private placement to be conducted by the Company's US Agent shall be for a minimum of 4,000,000 to a maximum of 10,000,000 units at $0.50 per unit for total gross proceeds of a minimum of $2,000,000 and a maximum of $5,000,000, (collectively, the "Offerings").
Each unit will comprise of one common share and one common share purchase warrant (the "Warrants"). Each Warrant will entitle the holder to purchase one common share at a price of $0.70 per share with an expiry date of 24 months from the closing of the Offerings.
The Warrants shall have two call provisions whereby in the event the volume weighted average trading price of Verisante's common shares on the TSX Venture Exchange (the "Exchange") is equal to or greater than $1.00 for 10 consecutive trading days, the Company will have the right to accelerate the expiry date of 50% of the total Warrants issued under the Offerings to a date that is 30 days after Verisante issues a news release announcing that it has elected to exercise this acceleration right. Under the second call provision, in the event the volume weighted average trading price of Verisante's common shares on the Exchange is equal to or greater than $1.25 for 10 consecutive trading days, the company will have the right to accelerate the expiry date of remaining 50% of the total Warrants issued under the Offerings to a date that is 30 days after Verisante issues a news release announcing that it has elected to exercise this acceleration right.
Closing of the Offerings are scheduled to occur on or before April 30, 2013 or at any other such time as the Company and each Agent may agree, subject to the approval of the Exchange, the Agents' satisfactory due diligence, and other customary conditions. The securities to be issued in connection with the Offerings will be subject to a four month statutory hold period.
These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
The net proceeds of the Offerings will be used to fund the Company's manufacturing of Aura™, to pursue additional regulatory approvals of Aura™ in the United States and other regions, to support sales and marketing initiatives, and for working capital requirements. Commissions may be paid in connection with the Offerings consisting of 10% of the gross proceeds of the Offerings, and agent's warrants entitling the holder thereof to acquire common shares of Verisante in an amount equal to 10% of the number of units sold by the Agents, which agent's warrants shall have the same terms as the Warrants.
About Verisante Technology, Inc.
Verisante is a medical device company committed to commercializing innovative systems for the early detection of cancer. The Verisante Aura™ for skin cancer detection and the Verisante Core™ series for lung, colon and cervical cancer detection utilize a proprietary cancer detection platform while the operating software and probe technology are unique to each device. The cancer detection platform was developed by the BC Cancer Agency and tested and refined at the Skin Care Centre at Vancouver General Hospital. This exclusive platform technology allows Verisante to develop and offer a range of compact, non-invasive cancer detection devices that offer physicians immediate results for many of the most common cancers. Aura™ has been approved for sale in Canada, Europe and Australia. The Core™ has not yet been approved for sale.
Verisante Aura™ was awarded Popular Science Magazine's "Best of What's New Award" for 2011, and awarded a 2013 Prism Award for Innovation in Photonics. Verisante Core™ was named one of the top 10 cancer breakthroughs of 2011 by the Canadian Cancer Society.
This release contains forward-looking statements, including, but not limited to, statements regarding the future commercialization of medical devices, the market demand for these products and the proprietary protections the Company will obtain with regard to the technology, all of which statements are subject to market risks, and the possibility that the Company will not be able to obtain patent protection or obtain sufficient customer demand. These statements are made based upon current expectations and actual results may differ from those projected due to a number of risks and uncertainties.