Terms of the Financing
Under the terms of the financing (the "Financing") the Company will issue 35,000,000 units of the Company (the "Units") at a price of $0.40 per Unit to BioMS and GrowthWorks WV Management Ltd. and certain of its affiliates (collectively, "GrowthWorks"), for aggregate gross proceeds of $14 million. Each Unit consists of one common share of the Company ("Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant") entitling the holder thereof to acquire one Common Share at a price of $0.60 per Common Share for a period of four years from Closing.
BioMS will invest $12 million to acquire 30,000,000 Units under the Financing, and following Closing will hold 30,000,000 Common Shares, representing approximately 48% of the issued and outstanding Common Shares, calculated on a non-diluted basis, after giving effect to the Proposed Transactions (as defined below). BioMS will also be issued 15,000,000 Warrants in the Financing. GrowthWorks will invest $2 million in the Financing.
In connection with the Financing, and as partial consideration for services performed, at Closing, the Company will also issue broker warrants to Desjardins Securities Inc., who acted as agent for the Financing, which will entitle them to acquire 1,050,000 Common Shares at an exercise price of $0.40 per Common Share, and a further 525,000 Common Shares at an exercise price of $0.60 per Common Share, in each case, for a period of four years from Closing.
At Closing, the Company has also agreed to issue 2,890,625 Common Shares to GrowthWorks at a deemed price of $0.40 per Common Share as full repayment and final settlement of a non-in
|SOURCE BioMS Medical Corp.|
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