Genix Executes Amalgamation Agreement with Prevent Health Care International Limited, Completion of Financing and Change of Management
Calgary, Alberta (FSCwire) - Genix Pharmaceutical Corp. (“Genix”), announces that it has entered into an amalgamation agreement (the “Amalgamation Agreement”) with Prevent Health Care International Limited (“Prevent”) and a wholly-owned subsidiary of Genix, 2123368 Alberta Ltd. (“Genix SubCo”). Under the Amalgamation Agreement, Prevent and Genix Subco will amalgamate to form a new corporation, which will be a wholly owned subsidiary of Genix (the “Transaction”). In this press release, the term, “Resulting Issuer” means Genix after completion of the Transaction.
Under the terms of the Amalgamation Agreement, each outstanding Genix Class “A” common share shall be exchanged for one Class “A” common share of the Resulting Issuer, each outstanding Prevent Class “A” common share will be exchanged for one Class “A” common share of the Resulting Issuer and all securities that are convertible into Prevent Class “A” common shares will be exchanged for securities convertible into Class “A” common shares of the Resulting Issuer on the same or similar terms.
Completion of the Transaction will be subject to the completion of a number of conditions typical of transactions of this nature.
Prevent Health Care International Limited is a Canadian based healthcare management company established to provide a business model based on key innovations that will provide a decisive advantage over the competitors with products and businesses for physicians, cardiologists and providers in healthcare markets worldwide. Prevent is the owner of a proprietary U.S. Food and Drug Administration 510(k) approved and “CE” certified cardiac monitoring device, the “my-CAM” event recorder, and software system platform, the “my-CARDIA” software and monitoring service. Its initial strategy is focused on developing the cardiovascular health monitoring business in the second largest US market through its wholly-owned subsidiary, My-Cardia (USA) Inc. based in Palm Desert, California. To provide near term future growth and expansion, Prevent is also entering the world’s largest cardiac healthcare market in China, and the Asia Pacific through newly formed subsidiaries in China and Hong Kong, to provide its proprietary event recorder and cardiac monitoring service.
Genix Corporate Update
Genix welcomes Charles Chebry, Thomas Clarke and Sandra Dosdall to the company’s Board of Directors. Messrs. Chebry and Clarke and Ms. Dosdall were elected as directors at the company’s shareholders meeting, which was held on May 31, 2018 and join Christopher Cherry, who remains on the board. Charles Chebry has been appointed to serve as Genix’s President and Chief Executive Officer.
Genix is also pleased to announce that it has completed a private placement of 4,000,000 Class “A” common shares at a price of $0.02 per share for gross proceeds of $80,000.00 (the “Financing”). The shares issued under the private placement are subject to a hold period of four months and one day from the date of issuance.
In conjunction with the Financing, Circa Capital Corp., Dosdall Properties Inc., Ariane Young Professional Corporation, Jacqueline Hickson and Charles Chebry acquired, directly or indirectly, 800,000, 800,000, 650,000, 625,000 and 500,000 Genix common shares, respectively, being 18.2%, 18.2%, 14.8%, 14.3% and 11.5% respectively of the issued and outstanding shares of Genix. The shares were purchased at a purchase price of $0.02 per share for investment purposes. The purchasers may in the future acquire additional shares in the Company, if deemed appropriate to do so in their sole discretion.
The above information has been provided to the Company by Circa Capital Corp., Dosdall Properties Inc., Ariane Young Professional Corporation, Jacqueline Hickson and Charles Chebry for inclusion in this news release. Early Warning Reports respecting the Financing will be filed electronically on the Company's SEDAR profile.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Genix Pharmaceutical Corp.
Charles Chebry, President and CEO
Certain of the statements made and information contained herein may constitute “forward-looking information”. In particular references to the Transaction are subject to risks associated with commercial transactions, as well as other risks that Genix may not be currently aware of. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, Genix undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
Source: Prevent Health Care International Limited
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