TORONTO, April 26, 2012 (GLOBE NEWSWIRE) -- GeneNews Limited ("GeneNews" or the "Company") (TSX:GEN) announced today that the requisite shareholder approval was obtained, at the annual and special meeting of shareholders held earlier today, for: (i) a proposed consolidation of the Company's issued and outstanding shares on the basis of one (1) post-consolidation common share for every six (6) pre-consolidation common shares, and (ii) an extension to the term of certain share purchase warrants (the "Warrants").
The timing for implementation of the consolidation will be determined by the Company's Board of Directors based upon its evaluation as to when such action would be most advantageous to the Company and its shareholders, but no later than December 31, 2012.
Disinterested shareholder approval, as required pursuant to Section 608(b) of the TSX Company Manual, was obtained for an extension to the term of certain Warrants at today's annual and special meeting of shareholders of the Company. The Warrants were issued or, in the case of (iii), amended and restated, by GeneNews on: (i) June 8, 2011; (ii) November 12, 2010; and (iii) January 16, 2012. Each Warrant entitles the holder thereof to purchase one common share of GeneNews at an exercise price of $0.25 per common share. An aggregate of 19,981,176 Warrants will be extended, representing 17.7% of the issued and outstanding common shares of the Company on a fully diluted basis. There are a total of 15,730,273 warrants set to expire on July 31, 2012 and 4,250,903 warrants set to expire on November 12, 2012 and the term of the Warrants has been extended to February 1, 2013 and June 1, 2013, respectively. All other provisions of the Warrants remain the same.
The principle interested shareholders were AWM Investment Company, Inc. ("AWM") and Rory Riggs (as director and Chair of the board of directors of the Company) (the "Board Chair"). As of March 23, 2012, AWM and the Board Chair are insiders of the Company, as each has beneficial ownership, control or direction, directly or indirectly, over more than 10% of the Company's common shares. AWM holds an aggregate of 9,496,494 common shares (representing 10.2% of the Company's issued and outstanding common shares on a non-diluted basis) and 4,834,916 Warrants (representing 5.2% of the Company's issued and outstanding common shares on a non-diluted basis). Assuming exercise of the Warrants, AWM would hold 14,331,410, common shares, representing approximately 15.4% of the Company's currently issued and outstanding common shares on a non-diluted basis or 12.7% on a fully-diluted basis. The Board Chair holds an aggregate of 12,865,138 common shares (representing 13.8% of the Company's issued and outstanding common shares on a non-diluted basis) and 3,813,956 Warrants (representing 4.1% of the Company's issued and outstanding common shares on a non-diluted basis). Assuming exercise of the Warrants, the Board Chair would hold 16,679,094 common shares, representing 18.0% of the Company's currently issued and outstanding common shares on a non-diluted basis or 14.8% on a fully-diluted basis. In the aggregate, AWM and the Board Chair hold 8,648,872 Warrants, representing 43.3% of the total outstanding Warrants. Assuming full exercise of all Warrants, insiders of the Corporation would hold an aggregate of 31,010,504 common shares, representing 27.5% of the issued and outstanding common shares of the Corporation. The effective date of the extension to the term of the Warrants will be 10 business days after the date of this press release.
About GeneNews
GeneNews is an emerging molecular diagnostics company focused on the application of functional genomics to enable early diagnosis and personalized health management based on disease-specific biomarkers. The Company has a patented core platform technology, the Sentinel Principle®, which has the power to detect and stage a range of diseases or medical conditions from a simple blood sample. GeneNews is currently applying the Sentinel Principle® in major areas with unmet clinical needs such as cancer, arthritis, cardiovascular disease and neurological disorders. GeneNews' lead product, ColonSentry™, is the world's first blood test to pre-screen and assess an individual's current risk for colorectal cancer. For more information on GeneNews and ColonSentry™, go to www.GeneNews.com or www.ColonSentry.com.
Forward-Looking Statements
This press release contains forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein. Investors should consult the Company's ongoing quarterly filings, annual information form and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.