REG-PanGenomic Health Inc: PanGenomic Health Intends to Close Shares for Debt Settlement

Pangenomic HealthAnnouncement

02/11/2023 10:00

2 November 2023

 

PanGenomic Health Inc.

(“PanGenomic” or the “Company”)

 

PanGenomic Health Intends to Close Shares for Debt Settlement

 

Vancouver, British Columbia, 2 November 2023 – PanGenomic Health Inc.
(“PanGenomic” or the “Company”) (CSE: NARA) (AQSE:NARA) is pleased to
announce that, further to its news release dated 9 August 2023, the Company
intends to complete the shares-for-debt transaction (the “Debt Settlement
Transaction”) with certain creditors of the Company, pursuant to which the
Company will settle $281,964.51 of indebtedness through the issuance of an
aggregate of 2,138,483 units (the “Units”) in the Capital of the Company
and 3,500,807 Class A Common shares (the “Shares”) in the capital of the
Company at a deemed price of $0.05 per Share.

 

Each Unit consists of one Share and one common share purchase warrant (each, a
“Warrant”), with each Warrant being exercisable into one Share in the
capital of the Company until 31 August  2025 at a price of $0.05 per Warrant.

 

The securities issued pursuant to the Debt Settlement Transaction are subject
to a four month plus one day hold period under applicable Canadian securities
laws.

 

An application will be made to the Aquis Stock Exchange ("Aquis") for the
5,639,290 new Shares to be admitted to trading. Admission is expected to take
place, and dealings on Aquis in the Shares are expected to commence, at 08:00
on or around 8 November 2023.

 

Following Admission, the Company will have 104,967,459 Shares in issue. Since
the Company currently holds no shares in treasury, the total number of voting
rights in the Company will therefore be 104,967,459. These figures may
therefore be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company under the
FCA's Disclosure Guidance and Transparency Rules.

 

A portion of the debt settled in the Debt Settlement Transaction was owed to
Connected Displays Inc. (dba Excelar Technologies), a company beneficially
owned and controlled by Colin Quon, an officer of the Company’s wholly owned
subsidiary, Pangenomic Technologies Corp. Mr. Quon’s participation in the
Debt Settlement Transaction constitutes a related party transaction as defined
under Multilateral Instrument 61-101 - Protection of Minority Security Holders
in Special Transactions (“MI 61-101”). The Company intends to rely on the
exemption from the formal valuation requirements of Section 5.4 of MI 61-101
pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority
approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection
5.7(1)(a) of MI 61-101 on the basis that the fair market value of the Shares
issued to Mr. Quon, and the indebtedness previously owed to Mr. Quon, do not
constitute 25% or more of the Company’s market capitalization.

 

The debt settled to Connected Displays Inc. also constitutes a related party
transaction under Rule 4.6 of the AQSE Growth Market Access Rulebook.  The
Directors of Pangenomic consider that having exercised reasonable care, skill
and diligence, the related party transaction is fair and reasonable as far as
the shareholders of Pangenomic are concerned.

 

About PanGenomic Health

 

PanGenomic Health is a precision health company that has developed a self-care
digital platform to deliver personalised, evidence-based information about
natural treatments. The Company’s initial focus is to support mental health.
Registered as a British Columbia benefit company, PanGenomic Health's mission
is to promote and improve the health and wellness of people and society by
providing a technology platform that identifies plant-based solutions tailored
to the health profile of each individual.

 

The Directors of PanGenomic take responsibility for this announcement.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

 

For more information, please contact:

 

Jerry Lai, Investor Relations    Maryam Marissen, President & CEO

PanGenomic Health Inc.    PanGenomic Health Inc.

778 743 4642      778 743 4642

ir@pangenomic.com     info@pangenomic.com

 

Novum Securities Limited, AQSE corporate Advisor

David Coffman / George Duxberry

Tel: +44 (0)207 399 9400

 

Yellow Jersey PR
Charles Goodwin / Shiv Thambirajah / Soraya Jackson
Investor Relations, UK
Tel: +44 (0)20 3004 9512

 

This news release includes certain statements that may be deemed
“forward-looking statements”, including statements respecting the services
to be provided by PanGenomic and the consideration to be paid to PanGenomic.
The use of any of the words “anticipate”, “continue”, “estimate”,
“expect”, “may”, “will”, “would”, “project”, “should”,
“believe” and similar expressions are intended to identify forward looking
statements. Although PanGenomic believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable, undue
reliance should not be placed on the forward-looking statements because
PanGenomic can give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. These statements speak
only as of the date of this News Release. Actual results could differ
materially from those currently anticipated due to a number of factors and
risks including various risk factors discussed in PanGenomic’s disclosure
documents which can be found under PanGenomic’s profile on www.sedar.com.

 

 

 



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