PreMD Announces Private Placement
21 Março 2007 - 11:29AM
PR Newswire (US)
TORONTO, March 21 /PRNewswire-FirstCall/ -- Predictive medicine
company PreMD Inc. (TSX: PMD; Amex: PME) today announced that it
has entered into an agreement with Midsummer Investment, Ltd. with
respect to a private placement. Several additional existing
institutional investors have also agreed to participate. Under the
terms of the private placement, PreMD will sell approximately 2.9
million units at a price of Cdn. $1.33 per unit, each unit
consisting of one common share and one half of one common share
purchase warrant, for gross proceeds of up to Cdn. $3.89 million.
Each whole warrant shall be exercisable at a price of Cdn.$1.66 per
share for a period of three years from the closing date. The
proceeds from the private placement are to be used for general
corporate purposes. The closing of the private placement is subject
to certain conditions including receipt of approval to the private
placement from the American Stock Exchange. PreMD expects that
closing will occur on or about March 30, 2007. "I am pleased by the
ongoing support from our shareholders as we continue to make
progress on a number of fronts," said Dr. Brent Norton, President
and Chief Executive Officer of PreMD. "Following our reacquiring
the rights to the PREVU technology, we have been actively
evaluating multiple sales and distribution options including having
discussions with potential partners. In addition, we are poised to
better capture the potential of the PREVU product line, including
the use of PREVU(x)LT for the insurance industry, as well as the
possibility for an expanded claim for PREVU(x)POC based on our PASA
data, which we expected to be reported shortly. We remain focused
on expanding the market for our existing products while advancing
our pipeline of products in development." The common shares to be
issued at closing and the shares issuable upon exercise of the
warrants will be subject to a Canadian statutory hold period for
four months and a day after the closing date. In addition, the
common shares to be issued at closing and the shares issuable upon
exercise of the warrants have not been registered with the United
States Securities and Exchange Commission (the "SEC") or the
securities commission of any state in reliance upon one or more
exemptions from the securities registration requirements pursuant
to the Securities Act of 1933, as amended (the "US Securities
Act"), and, accordingly, may not be offered or sold except pursuant
to an effective registration statement under the Securities Act or
pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in accordance with applicable state securities laws. PreMD has
also agreed to prepare, and use its commercially reasonable best
efforts to file with the SEC on or before the date which is 120
days after the closing date of the transaction, a registration
statement (the "Registration Statement") covering the resale of all
of the common shares issuable at closing and the common shares
issuable upon exercise of the warrants (the "Registrable
Securities"). PreMD has agreed to use its commercially reasonable
best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after
the filing of the Registration Statement, and shall use its
commercially reasonable best efforts to keep the Registration
Statement continuously effective under the Securities Act until all
Registrable Securities have been sold or may be sold without volume
restrictions pursuant to Rule 144(k). PreMD is subject to material
penalties if it is unable to fulfill these obligations pursuant to
a registration Rights Agreement associated with this financing.
About PreMD PreMD Inc. is a world leader in predictive medicine,
dedicated to developing rapid, non-invasive tests for the early
detection of life-threatening diseases. PreMD's cardiovascular
products are branded as PREVU(x) Skin Sterol Test. The company's
cancer tests include ColorectAlert(TM), LungAlert(TM) and a breast
cancer test. PreMD's head office is located in Toronto, and its
research and product development facility is at McMaster University
in Hamilton, Ontario. For further information, please visit
http://www.premdinc.com/. This press release contains
forward-looking statements. These statements involve known and
unknown risks and uncertainties, which could cause the Company's
actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include,
among others, the successful development or marketing of the
Company's products, the competitiveness of the Company's products
if successfully commercialized, the lack of operating profit and
availability of funds and resources to pursue R&D projects, the
successful and timely completion of clinical studies, product
liability, reliance on third-party manufacturers, the ability of
the Company to take advantage of business opportunities,
uncertainties related to the regulatory process, and general
changes in economic conditions. In addition, while the Company
routinely obtains patents for its products and technology, the
protection offered by the Company's patents and patent applications
may be challenged, invalidated or circumvented by our competitors
and there can be no guarantee of our ability to obtain or maintain
patent protection for our products or product candidates. Investors
should consult the Company's quarterly and annual filings with the
Canadian and U.S. securities commissions for additional information
on risks and uncertainties relating to the forward-looking
statements. Investors are cautioned not to rely on these
forward-looking statements. PreMD is providing this information as
of the date of this press release and does not undertake any
obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or
otherwise. (x) Trademark DATASOURCE: PreMD Inc. CONTACT: Brent
Norton, President and CEO, Tel: (416) 222-3449 ext. 22, Email: ;
Ron Hosking, Chief Financial Officer, Tel: (416) 222-3449 ext. 24,
Email:
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