Jenex Announces Proposed Debt Settlement
Toronto, Ontario--(Newsfile Corp. - February 13, 2017) - The Jenex Corporation (TSXV: JEN.H) ("Jenex" or the "Corporation") announced today that, further to its news release of November 18, 2016, Jenex proposes to issue 34,349,937 common shares in settlement of $1,717,496.93 of debt owed by the Corporation. The common shares are to be issued at a price of $0.05 each and will be subject to a hold period expiring four months plus a day after closing.
The debt to be settled includes $600,000 of secured debt. David Woods, who holds $503,807 of secured debt, has agreed to settle $425,000 of secured debt in exchange for 8,500,000 common shares, thereby becoming the holder of approximately 19.9% of the outstanding common shares. Mr. Woods would become a new control person of Jenex upon settlement of the balance of his secured debt. Under the rules of the TSX Venture Exchange, disinterested shareholder approval is required prior to the issuance of securities creating a new control person. Mr. Woods has separately agreed to settle the balance of his debt (being $78,807) for 1,576,136 common shares at a price of $0.05 per share once either (i) disinterested shareholder approval is received, or (ii) the remaining common shares can be issued to him without constituting him a control person.
Jenex expects to issue 21,818,500 common shares to settle $1,090,929 of debt owing by Jenex to related parties of Jenex under Multilateral Instrument 61-101 ("MI 61-101"), including the $78,807 of debt to be settled with Mr. Woods at a later date. Jenex is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101, except that Jenex may require minority shareholder approval with respect to the $78,807 of debt to be settled with Mr. Woods, all as described in more detail in the material change report to be filed in connection with this transaction.
The settlement of debt is subject to stock exchange approval.
Jenex is a progressive medical device technology company focused on providing consumers with quality medical devices that address their dermatological needs. Clear and healthy skin for all is at the core of Jenex's philosophy as is the belief that such outcomes should not be a privilege for only those who can afford costly procedures and treatments. The Company's breakthrough proprietary technology delivers effective, non-invasive and pain free skin care. The Jenex Corporation trades on the NEX (NEX: JEN.H). For more information visit: www.thejenexcorporation.com or www.therozap.com
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Corporation's future performance and include the proposed settlement of debt described in the news release. Such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Corporation could be unable to complete some or all of the debt settlement if the Corporation does not receive stock exchange approval or if the holders of debt fail to accept the settlement offer from the Corporation. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Corporation believes are reasonable assumptions on the date of this news release, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
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 press release.
Rob Fia, CEO & Chairman
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES