Business
CMDF Funds Acquire Shares of Spectral Diagnostics
CMDF Funds Acquire Shares of Spectral Diagnostics.
About this update from Spectral Medical Inc
[{"type":"text","content":"\n\n\n\n\nTORONTO, July 28 /CNW/ - The Canadian Medical Discoveries Fund Inc. and\nCanadian Medical Discoveries Fund II Inc. (individually, a \"Fund\",\ncollectively, the \"CMDF Funds\"), each have acquired by way of private\nplacement, 2,045,918 common shares of Spectral Diagnostics Inc. (\"Spectral\")\n(TSX: SDI) together with warrants to purchase 231,250 additional common shares\n(the \"Warrants\") and a $1,156,250 non-interest bearing, unsecured, convertible\nnote due December 31, 2010 (the \"Note\"). The Warrants are exercisable at\nanytime prior to June, 2011 at an exercise price of $0.47 per common share.\nThe common shares, Warrants and Note were acquired as of June 19, 2006 to\nsettle debts payable to IDx Inc. and were distributed in amounts which were\nproportionate to each Fund's respective security holdings of IDx Inc. and have\na cost base of $1,925,000 for each Fund.\nThe common shares acquired by the CMDF Funds are subject to a four-month\nhold period under Ontario securities legislation. The securities of Spectral\nwere acquired by each of the CMDF Funds for investment purposes only and the\nCMDF Funds have no intention to acquire ownership of additional securities of\nSpectral nor do the CMDF Funds, on their own or together, intend to acquire\ncontrol of Spectral. Each Fund currently owns 2,241,996 common shares,\nrepresenting approximately 9.3% of the current issued and outstanding common\nshares of Spectral. If a Fund exercised its Warrants, that Fund would receive\nan additional 231,250 common shares (which together with the common shares\ncurrently held by the Fund would represent 10.2% of the common shares on an\nas-converted basis). If both CMDF Funds exercised their Warrants, the CMDF\nFunds would collectively own 20.1% of the common shares of Spectral on an\nas-converted basis.\nThe Note can be repaid at any time by Spectral in cash or by the issue of\ncommon shares of Spectral subject to regulatory approvals. If Spectral elects\nto repay the Note in cash then, at that time, the CMDF Funds can elect to have\nthe Note repaid in common shares of Spectral based on a conversion factor\nderived from, subject to TSX approval, the average market price of Spectral\nduring the preceding 60 trading days less a 15% discount. The Notes are not\nconvertible at the option of either of the CMDF Funds except on maturity...