CALGARY, Jan. 26, 2015 /CNW/ - Imaging Dynamics
Company, Ltd. ("IDC" or the "Company") (TSX Venture: IDL-X)
today announced a non-brokered private placement equity financing
of up to 100,000,000 Common Shares in the capital of the Company at
a price of $0.02 per Common Share for
gross proceeds of up to $2,000,000
(the "Offering"). Each Common Share subscribed for will be entitled
to a one-half (1/2) Share Purchase Warrant at a price of
$0.05 per share for a period of 2
years.
The Offering will coincide with the sale by Fan Hong of 85,650,000 common shares of Kangda
International Medical Canada Company Ltd. ("Kangda Canada"), to
Charmaine Cheung, a Canadian
citizen, at the same price as the private placement. Kangda Canada
is a privately held Canadian company which currently owns and
controls 51.47 percent of the 194,288,356 issued and outstanding
common shares of IDC. As a result of this purchase and sale
transaction, Charmaine Cheung will
control Kangda Canada, the majority shareholder of IDC, and will
effect a "change in control" of Imaging Dynamics Company, Ltd.
The Offering will be conducted by the Company utilizing the
"existing shareholder exemption" contained in Multilateral CSA
Notice 45-313 – Prospectus Exemption for Distributions to
Existing Security Holders as applicable, as well as
exemptions under the "accredited investor" exemptions of National
Instrument 45-106 - Prospectus and Registration
Exemptions (NI 45-106) under securities laws, and also other
applicable exemptions available to the Company. The Offering is
being made available pursuant to the grant of a "discretionary
waiver" of the TSX Venture Exchange's minimum $0.05 pricing requirement and is subject of final
acceptance by the TSXV.
IDC will make the Offering available to all shareholders of the
Company as at the date hereof (the "Record Date") who are eligible
to participate under the existing shareholder exemption and who
will have notified the Company by no later than February 9, 2015 of their intention to
participate in the Offering. Orders will be processed by the
Company on a first come, first served basis such that it is
possible that a subscription received from a shareholder may not be
accepted by the Company if the Offering is over subscribed. Any
person who becomes a shareholder of IDC after the Record Date shall
not be entitled to participate in the Offering under the existing
shareholder exemption.
IDC intends to use the proceeds of the Offering primarily to
maintain and preserve the Company's existing operations, activities
and assets, substantially as set out below.
|
Proposed Use of
Proceeds Amount
|
|
|
|
|
Operating expenses for the next 6 months
|
$ 960,000
|
|
Payment of outstanding accounts payable
|
$ 890,000
|
|
Interest payments on long-term
debt
|
$ 120,000
|
|
Offering costs and filing fees
|
$ 30,000
|
|
|
|
Total
Proposed Use of
Proceeds
|
$ 2,000,000
|
There will be no payments intended to be made to any related
parties from these proceeds. Although IDC intends to use the
proceeds of the Offering as described above, the actual allocation
of net proceeds may vary from the uses set forth above, depending
on future operations or unforeseen events or opportunities.
The Offering is expected to close on or around February 23, 2015. The Common Shares issued in
connection with the private placement will be subject to a four
month and one day hold period from the date of issuance in
accordance with applicable securities laws.
The Offering remains subject to certain conditions including,
but not limited to, the approval of the TSX Venture Exchange. The
Offering has received approval from the Board of Directors of the
Company.
About Imaging Dynamics Company (IDC):
IDC is a global medical imaging technology provider and
innovative force in the high growth field of digital radiography
(DR) technology.
The Company has over 4,000 installations in 50 countries of its
proprietary, award winning direct capture DR technology, which
replaces conventional film-based diagnostic imaging and provides a
cost-effective solution for medical facilities of all sizes to
provide high quality diagnostic X-ray images and improve the level
of healthcare for their patients.
Throughout its history, IDC has been recognized by multiple
industry organizations and research analysts such as: Frost &
Sullivan and Deloitte Technology; for its dedication to innovation,
global market growth, and customer focused value proposition.
The Company has its corporate office in Calgary, Alberta, Canada, and also has a
representative office in Beijing,
China.
Visit the IDC web site: www.imagingdynamics.com
Statements in this release which describe IDC's intentions,
expectations or predictions, or which relate to matters that are
not historical facts are forward-looking statements. These
forward-looking statements involve known and unknown risks and
uncertainties which may cause the actual results, performances or
achievements of IDC to be materially different from any future
results, performances or achievements expressed in or implied by
such forward-looking statements. IDC may update or revise any
forward-looking statements, whether as a result of new information,
future events or changing market and business conditions. Known and
unknown risks and uncertainties include: IDC's ability to
manufacture its products with a sufficient level of quality and in
volumes which satisfy market demand; the ability of IDC to
establish direct and indirect sales channels; the ability of IDC to
establish industry partnerships; IDC's ability to attract and
retain key personnel; the strength and breadth of IDC's patents;
and other factors relating to general economic conditions, specific
industry conditions and IDC's particular situation.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
SOURCE Imaging Dynamics Company Ltd.