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DIAGNOS Announces the Closing of a Private Placement
By: Marketwired .
Feb. 8, 2013 12:42 PM
BROSSARD, QUEBEC -- (Marketwire) -- 02/08/13 -- DIAGNOS inc. ("DIAGNOS" or "the Corporation") (TSX VENTURE:ADK), a leader in the use of artificial intelligence and advanced knowledge extraction techniques, announces that it has closed its non-brokered private placement initially announced January 17th, 2013, consisting of 14,000,000 units ("Units") issued at $0.10 per Unit, for gross proceeds of $1,400,000.
Each Unit is comprised of one Common Share and one Common Share purchase warrant ("Warrant"). Each Warrant entitles its holder to acquire one Common Share at a price of $0.15 at any time during the 18 months following the closing date.
The proceeds of the private placement will be mainly used to fund business development of the healthcare services and to fund product development with regards to the healthcare line of business.
The securities issued in connection with this private placement are subject to a 4-month hold period expiring on June 8, 2013 in compliance with the policies of the TSX Venture Exchange and applicable securities legislation.
Finder's fees in the amount of $3,500 are payable to Wolverton Securities Ltd as part of this private placement.
Certain subscribers in the private placement are "related parties" of DIAGNOS within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In connection with the private placement, Mr. Andre Larente, President of DIAGNOS and Mr. Michel Fontaine, Vice-President - Business Development of DIAGNOS are each subscribing for 35,000 Units and will as a result thereof respectively exercise control over 0.67% and 0.65% of the common shares of the Corporation. Mr. Houssem Ben Tahar, Vice-president Product development, is subscribing for 150,000 Units and will as a result thereof exercise control over 0.38% of the common shares of the Corporation. Pinetree Income Partnership is subscribing for 3,000,000 Units in connection with the private placement and, together with certain related persons, will as a result of the private placement exercise control over 19.54% of the common shares of DIAGNOS. Dundee Corporation is subscribing for 6,000,000 Units in connection with the private placement and will as a result of the private placement exercise control over 14.98% of the common shares of DIAGNOS. The transactions are exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related parties' participation in the private placement does not exceed 25% of DIAGNOS' market capitalization prior to the closing of the private placement.
This proposed private placement is subject to receipt of all required regulatory approvals, including that of the TSX Venture Exchange, as well as the negotiation and execution of formal documentation.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
Founded in 1998, DIAGNOS is a publicly traded Canadian corporation (TSX VENTURE:ADK), with a mission to commercialize technologies combining contextual imaging and traditional data mining thereby improving decision making processes. DIAGNOS offers products, services, and solutions to clients in a variety of fields including healthcare, natural resources, and entertainment.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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