Luminor Medical Announces Closing of Equity Financing, Convertible Debt Financing and Shares for Debt Transaction
October 24, 2016
Luminor Medical Technologies Inc. (LMT.V) (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:
President & CEO
Luminor Medical Technologies Inc.
Ph: (438) 889-3585