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| Press Release

Hi-Med, LLC Announces Initial Loan to MPX Bioceutical Corporation

This News Release is Not for Dissemination in The United States or for Distribution to United States Newswire Services

JUPITER, FL / ACCESSWIRE / November 9, 2017 / Hi-Med, LLC (the "Acquiror") of 1001 N. US Highway 1, Suite 800, Jupiter, Florida, 33477, announces that, on October 24, 2017, the Acquiror completed the initial drawdown in the principal amount of US$10,000,000 (the "Initial Loan Amount") under the US$25,000,000 revolving credit facility (the "Facility") to MPX Bioceutical Corporation (formerly The Canadian Bioceutical Corporation) (the "Issuer") that has its head office located at Yonge-Norton Centre, 5255 Yonge Street, Suite 701, Toronto, Ontario, M2N 6P4.

Pursuant to the terms of the revolving credit note (the "Note") evidencing the Initial Loan Amount, the Acquiror has the right to convert outstanding principal amount of the Initial Loan Amount plus any accrued interest accruing at the rate of 7% per annum calculated and compounding on a monthly basis (the "Initial Conversion Amount") into common shares (the "Common Shares") in the capital of the Issuer at a conversion price of CAD$0.50 per common share. The United States dollar / Canadian dollar currency deemed exchange rate applicable for the conversion of the Initial Conversion Amount shall be the closing exchange rate posted by the Bank of Canada prior to conversion.

The aggregate amount available under the Facility is up to US$25 million. The principal amount remaining from time to time unpaid and outstanding shall bear interest at seven percent (7.0%) per annum.

For amounts greater than the Initial Conversion Amount, the Acquiror shall have the following rights to convert outstanding principal amounts into Common Shares as follows:

  • a. any principal drawn down in excess of the initial US$10 million, and less than US$20 million, shall be convertible into Common Shares at a conversion price of CAD$1.00 per Common Share.
  • b. any principal drawn down in excess of US$20 million, and less than US$25 million plus outstanding interest payable on the outstanding loan amount shall be convertible into Common Shares at a conversion price of CAD$1.50 per Common Share.

The United States dollar / Canadian dollar currency deemed exchange rate applicable for the conversion of the Initial Conversion Amount shall be the closing exchange rate posted by the Bank of Canada prior to conversion.

The Acquiror acquired the right to convert the Initial Conversion Amount into Common Shares of the Issuer at a conversion price of CAD$0.50 per Common Share. The United States dollar / Canadian dollar currency deemed exchange rate applicable for the conversion of the Initial Conversion Amount shall be the closing exchange rate posted by the Bank of Canada prior to conversion.

Prior to the initial drawdown under the Facility, the Acquiror held 25,730,801 Common Shares representing approximately 9.91% of the outstanding Common Shares.

The Common Shares held by the Acquiror prior to the initial drawdown, together with up to approximately 29,735,061 Common Shares issuable upon conversion of the Initial Conversion Amount, would represent approximately 17.61% of the outstanding Common Shares on a partially-diluted basis based on current United States dollar / Canadian dollar currency exchange rates posted by the Bank of Canada.

The Acquiror acquired direct ownership of the Note.

The Canadian dollar equivalent of the Initial Loan Amount is approximately CAD$12,472,000 based on current United States dollar / Canadian dollar currency exchange rates posted by the Bank of Canada.

The Acquiror entered into the transaction for investment purposes. Depending on market and other conditions, the Acquiror may from time to time in the future increase or decrease its ownership, control or direction over the shares or other securities of the Issuer, through market acquisitions, private agreements, public offerings or otherwise. However, the Acquiror has no pre-determined intention with respect to any of the foregoing, other than as described above.

The Acquiror has the right to nominate two persons to the board of directors of the Issuer.

This news release and an early warning report in respect of the above-noted transaction will be filed on SEDAR at www.sedar.com.

A copy of the early warning report may be obtained from the Acquiror by contacting:

Mr. Robert R. Galvin
Hi-Med, LLC
1001 N. US Highway 1, Suite 800
Jupiter, Florida 33477
Telephone: (856) 797-0900

SOURCE: Hi-Med, LLC

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