The Jenex Corporation Announces Shares For Debt Closing
Toronto, Ontario--(Newsfile Corp. - April 6, 2017) - The Jenex Corporation (TSXV: JEN.H) ("Jenex" or the "Company") announces that it has issued 18,341,302 common shares to settle $917,065 of debt owing by the Company. The shares are subject to a hold period which expires on August 6, 2017.
This is the first of two closings of the debt settlement described in the Company's news release of February 13, 2017. The TSX Venture Exchange has approved the issuance of an additional 16,008,634 common shares at the second closing, to settle an additional $800,431 of debt, conditional upon (a) disinterested shareholder approval with respect to 11,549,998 common shares to be issued to current and former officers and directors of the Company, and (b) ordinary shareholder approval with respect to 4,458,636 common shares to be issued to a shareholder who would thereby become a Control Person (as that term is defined in TSX Venture Exchange policies).
At the first closing, Jenex issued 9,149,950 common shares to subscribers who are related parties of Jenex under Multilateral Instrument 61-101 ("MI 61-101"). At the second closing and subject to minority shareholder approval, 12,668,634 common shares will be issued to related parties. Jenex is exempt from the formal valuation requirement of MI 61-101, but not the minority shareholder approval requirement of MI 61-101, as described in more detail in the material change report to be filed in connection with this private placement.
The Company intends to call a meeting of shareholders for the purpose of seeking the shareholder approvals referred to in this news release and such other purposes as the directors may determine.
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.
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
Jenex received a Class II medical device status from the FDA for its platform technology that is indicated for the relief of the pain, itch, and inflammation from over 20,000 different insect stings and bites, (including bees, wasps, hornets, mosquitoes, black flies and jellyfish). Jenex received approval for the above claims from FDA (United States) in 1997.
Jenex continues to further develop, and explore other applications, for its platform technology. If you would like to stay informed on the development of TherOZap™ please visit www.therozap.com
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance as described in the news release. All 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 Company may not receive disinterested shareholder approval or ordinary shareholder approval for the second closing of the shares for debt transaction as described in this news release which would maintain the liabilities on the balance sheet of the Company. 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 Company believes are reasonable assumptions on the date of this news release, the Company 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 Company 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.
For more information, please contact:
The Jenex Corporation
CEO and Chairman
Phone: (416) 867-2353
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES