Jenex Announces Proposed Debt Settlement
July 9, 2014
The Jenex Corporation (TSXV: JEN.H) ("Jenex" or the "Corporation") Jenex announced today that it proposes to issue common shares and convertible secured debentures in settlement of debt owed by the Corporation.
Jenex has outstanding debentures and loans (the "Secured Debt") in the total principal amount of $1,275,000. Accrued interest of $3,007,525 is owed on the Secured Debt. Jenex proposes to settle the Secured Debt on the basis that the outstanding principal amount will be paid by the issuance of common shares at a price of $0.05 per share and that the interest owing on the Secured Debt will be settled by issuing $500,000 of convertible secured debentures (the "Convertible Debentures"). The Convertible Debentures will be interest free, will become due and payable on the third anniversary of closing, will be secured by a security interest against the assets of the Corporation and will be convertible into common shares of Jenex at a price of $0.05 per share. Jenex will have the right to require the holders of the Convertible Debentures to convert the Convertible Debentures into common shares if (a) the closing price of the Corporation's common shares is above $0.10 for 20 consecutive trading days, and (b) the average daily volume of common shares traded during that period is at least 250,000.
Peter Shippen, CEO stated: "The current debt levels on our balance sheet are hindering future growth opportunities, improvement of cash flow, and maximization of value for shareholders. During the recent quarter, the Board of Directors approached the debt holders about converting existing debt to equity. The settlement of these debts will allow Jenex to attract capital to exploit growth opportunities, reduce debt levels, and focus on our strategic repositioning of the Corporation. We are hopeful that our creditors will support us in deleveraging the balance sheet. Ultimately, these steps would strengthen the brands we own and drive positive results that will improve shareholder value."
Jenex also proposes to settle unsecured debts totaling $85,000 by the issuance of 850,000 common shares at a price of $0.10 per share.
Jenex also proposes to settle unpaid management and director fees totaling $332,500 by the issuance of 6,650,000 common shares at a price of $0.05 per share.
The settlement of debt as described above is subject to approval by NEX and to agreement by the debt holders.
Jenex also announced that the board of directors has agreed to issue options to purchase 5,550,000 common shares under the Corporation's stock option plan. The options would be exercisable at $0.10 per share, expiring on March 27, 2019. Options were granted as follows: Rob Fia, director and Chairman, 2,250,000 options; Peter Shippen, director and CEO, 1,500,000 options; John Gamble, director, 1,300,000 options; and Tak Wing Law, CFO and Controller, 500,000 options.
Some of the holders of this debt and all of the option recipients are related parties of Jenex under Multilateral Instrument 61-101 ("MI 61-101"). Jenex is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101, as described in more detail in the material change report to be filed in connection with this debt settlement. Having regard to these exemptions and the Corporation's desire to settle outstanding debt as soon as possible, Jenex believes that it is reasonable to close this share issuance less than 21 days after the date of this news release.
At the meeting of shareholders of the Corporation held on March 27, 2012 (the "Shareholders Meeting"), shareholders approved the continuance of the Corporation from the Alberta Business Corporations Act to the Canada Business Corporations Act. Shareholders also authorized the Corporation to change its name to such name as is determined by the directors of the Corporation. The Corporation expects to complete the continuance once the new name of the Corporation has been identified.
At the Shareholders Meeting, shareholders also approved the new general by-law and the advance notice by-law described in the Corporation's press release of March 5, 2014. The advance notice by-law requires advance notice to Jenex in circumstances where nominations of persons for election to the board of directors are made by shareholders of Jenex other than pursuant to (i) a requisition to call a shareholders meeting, or (ii) a shareholder proposal made under the corporate legislation.
Jenex would like to announce that it is currently undergoing a strategic review including investigating and evaluating new business opportunities in the fast growing over the counter medical device arena and other high growth consumer products.
Jenex will acquire, license or develop novel consumer healthcare products with a particular focus on the areas of aging, skin care and physical health. Jenex's goal is to be a leading supplier of on-trend health and beauty products sold in pharmacies, grocery stores and convenience locations across North America.
This approach is part of the ongoing strategic efforts of the Corporation to increase shareholder value. Jenex continues to explore all possible avenues in order to make the best possible use of its status as a public vehicle.
Rob Fia, Chairman said "Our focus over the past 5 years has been to clean up the corporate structure and preserve value for shareholders. Due to the proposed restructuring with our debt holders and a new consumer healthcare growth strategy powered by acquiring, licensing or developing newly designed products, we are finally looking ahead."
"We continue to evaluate a number of exciting opportunities and will make announcements about these opportunities and the financing requirements in the near term as we grow our product portfolio."
Jenex cautions that there can be no assurances that the strategic review will result in the Corporation entering into a transaction or, if a transaction is undertaken, as to the terms or timing of such a transaction. The Corporation has not yet set a definitive schedule to complete the identification, examination and consideration of strategic alternatives. It is Jenex's duty not to disclose developments with respect to the process until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary or appropriate.
FORWARD LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Corporation's future performance and include the proposed settlement of debt described in the news release, the continuance of the Corporation under the Canada Business Corporations Act and the schedule to complete the identification, examination and consideration of strategic alternatives. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Corporation could be unable to complete some or all of the debt settlement if the Corporation does not receive NEX approval or if the holders of debt fail to accept the settlement offer from the Corporation. The completion of the continuance under the Canada Business Corporations Act could be delayed if the Corporation encounters delays in identifying the new name of the Corporation. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Corporation believes are reasonable assumptions on the date of this news release, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
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 press release.
Rob Fia, Chairman
Peter Shippen, CEO