|By Marketwired .||
|July 29, 2014 01:10 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/29/14 -- Pyng Medical Corp. (the "Company") (TSX VENTURE:PYT) announces today that it intends to complete a non-brokered private placement (the "Private Placement") of secured convertible notes (the "Notes") in the aggregate principal amount of up to $700,000.
The Notes will mature one year after their issuance and will bear interest at an annual rate of 10% above the Canadian bank prime rate, payable quarterly, and will be secured by a first charge on certain of the Company's assets. The principal of the Notes will be convertible into common shares of the Company at a price of $0.06 per common share. Each Note holder will also be issued one non-transferable common share purchase warrant for every $0.20 of the principal amount of their Notes (each, a "Warrant") for a subscription price of $0.001 per Warrant. The Warrants will have an exercise price of $0.065 per Warrant and a term of one year from the closing date of the Private Placement.
Closing is expected to occur on or before August 31, 2014. Closing of the Private Placement remains subject to the negotiation, execution and delivery of definitive agreements and the approval of the TSX Venture Exchange (the "TSX-V"). Any securities issued pursuant to the Private Placement will be subject to a hold period of four months from the closing of the Private Placement in accordance with the rules and policies of the TSX-V and applicable Canadian securities laws. The creation of any "control persons" (as defined in the policies of the TSX-V) or new insiders as a result of the Private Placement will be subject to TSX-V approval.
The net proceeds of the Private Placement will be used by the Company to repay the Promissory Notes (as defined below), for existing accounts payable and for general corporate purposes.
The Company also announces that its Board of Directors has approved the issuance of certain unsecured promissory notes (the "Promissory Notes") in the aggregate principal amount of up to $700,000. The Promissory Notes will not be convertible into any equity securities of the Company and are expected to be issued to, among others, the majority of the Company's Directors.
The Company intends to use the funds received from the Promissory Notes to repay the Company's convertible notes issued on July 9, 2009, which mature on August 10, 2014. The Company expects that each holder of the Promissory Notes will subscribe for Notes of the same principal amount pursuant to the Private Placement. The Company will use such subscription funds to repay the applicable Promissory Note and following the closing of the Private Placement, the Company expects to repay and cancel all of the Promissory Notes using the proceeds of the Private Placement.
About Pyng Medical Corp.
Pyng Medical Corp. engineers and markets award-winning trauma and resuscitation products for front-line critical care personnel world-wide. Pyng's product portfolio includes innovative sternal intraosseous (sternal IO) pelvic stabilization and tourniquet devices specifically designed and customized for both the military and civilian markets. With growing markets in North America, Europe and Asia, Pyng develops user-preferred medical devices for use by hospital staff, emergency medical services and military forces worldwide.
Neither 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 release.
Safe Harbour Statement; Forward-Looking Statements: This release contains forward-looking statements based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the closing of the Private Placement, use of proceeds from the Private Placement, the issuance of the Promissory Notes, the Company's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects", "anticipates", "plans", "intends", "projects", "indicates", and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with the British Columbia Securities Commission, the Alberta Securities Commission, the TSX Venture Exchange, as well as other USA Commissions, could cause results to differ materially from those stated. These factors include, but are not limited to changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the Company does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw material, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales in some products.
Pyng Medical Corp.
Chief Financial Officer
(604) 303-7964 x219
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