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Luminor Medical Announces Closing of Equity Financing, Convertible Debt Financing and Shares for Debt Transaction

Monday, 24 October 2016 09:40 AM

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MONTREAL, QC / ACCESSWIRE / October 24, 2016 / Luminor Medical Technologies Inc. (TSXV: LMT) (the "Company" or "Luminor Medical") (formerly Miraculins Inc.) announces it has closed the financing previously announced on September 2, 2016. Through a non-brokered private placement (the "Private Placement"), the Company has issued 2,045,000 units (each a "Unit") at a price of $0.15 per Unit for gross proceeds of $306,750. Each Unit consists of one common share and one half of one common share purchase warrant (a "Warrant") with each Warrant exercisable at a price of $0.25 until October 21, 2018. The proceeds will be used for general working capital purposes. Certain directors and officers of the Company and a company with a common officer to the Company, have participated in this Private Placement for a total of 840,000 Units distributed pursuant to the private placement (the "Insiders' Participation"). The Insiders' Participation is exempt from the formal valuation and shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Holders in Special Transactions ("Regulation 61-101") in accordance with sections 5.5(a) and 5.7(a) of said Regulation 61-101. The exemption is based on the fact that the market value of the Insiders' Participation or the consideration paid by such insiders does not exceed 25% of the market value of the Company. The Company did not file a material change report at least 21 days prior to the completion of the private placement since the Insiders' Participation was not determined at that moment.

The Company also announces the issuance of $175,000 in convertible loans, convertible into common shares at a price of $0.20 per common share and subject to an interest rate of 8% per annum. The convertible loans include an unsecured convertible loan of $50,000 due July 31, 2017, an unsecured convertible loan of $25,000, issued to a director of the Company, due on December 31, 2016 and a secured convertible loan of $100,000, issued to Bradstone Financial Corp. ("Bradstone Financial"), a company which has an director/officer in common with an officer of the Company, due on December 31, 2017 (the "Bradstone Loan"). The conversion rights on the Bradstone Loan may only be exercised if Bradstone Financial, and/or its directors, officers or affiliates own less than 20% of the Company on a diluted basis. The proceeds will be used to repay current debt of the Company.

The Company also announces shares for debt transactions with certain vendors at price of $0.20 per share. The Company issued 57,500 common shares to extinguish debt totaling $11,750. 20,000 of the common shares or $4,000 of the debt, relating to interest on a loan, was issued to a director of the Company.

The equity financing and convertible debt financing are subject to final TSX Venture Exchange approval. The loans, units, common shares and underlying common shares will be subject to a four month hold ending February 21, 2017.

About Luminor Medical Technologies

Luminor Medical Technologies is a medical diagnostic company focused on acquiring, developing and commercializing non-invasive technologies for unmet clinical needs. The Company's Scout DS® device has been regulatory cleared in certain markets both as a clinical tool to assist in the identification of both prediabetes and type 2 diabetes, and is the first non-invasive testing system designed to provide a highly sensitive and convenient method for measuring prediabetes/type 2 diabetes related biomarkers in the skin, the accumulation of which are accelerated by abnormal blood sugar levels and oxidative stress. Unlike current testing methods, a Scout DS® test requires no blood draw, no fasting, and no waiting for a lab result. The product has been used and validated in thousands of patients around the world.

For more information, please contact:

Christian Sauvageau
President & CEO
Luminor Medical Technologies Inc.
Ph: (438) 889-3585

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 release.

Caution Regarding Forward-Looking Information

Certain statements contained in this media release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, "forward-looking statements"). These forward-looking statements relate to, among other things, our objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, including, without limitation, outcomes related to the strategic review process the Company has been undergoing and any related outcomes as regards changes to the Company's business plan and operations, as well as its planned stock consolidation and post-consolidation capital raise and can, in some cases, be identified by the use of words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: Luminor's early stage of development, lack of product revenues and history of operating losses, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, additional financing requirements and access to capital, unproven markets, supply of raw materials, income tax matters, management of growth, partnerships for development and commercialization of technology, effects of insurers' willingness to pay for products, system failures, dependence on key personnel, foreign currency risk, risks related to regulatory matters and risks related to intellectual property and other risks detailed from time to time in Luminor's filings with Canadian securities regulatory authorities, as well as Luminor's ability to anticipate and manage the risks associated with the foregoing. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this news release. Luminor cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Luminor's forward-looking statements to make decisions with respect to Luminor investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

These risks and uncertainties should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Lumionr cannot provide assurance that actual results will be consistent with these forward-looking statements. Luminor undertakes no obligation to update or revise any forward-looking statements except as may be required by law.

Scout DS® is a registered trademark of Luminor Medical Technologies Inc. All Rights Reserved. 2016.

SOURCE: Luminor Medical Technologies Inc.

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