Formation of MedX Health Financing Limited Partnership
Maximum subscription: $2,500,000
MISSISSAUGA, ON, July 14 /CNW/ - MedX Health Corp. ("MedX Corp.") (TSXV.MDX), a global leader in drug free, non-invasive low level laser and light therapy for tissue repair and pain relief, announced today that, subject to TSX Venture Exchange approval, it plans to form a limited partnership, MedX Health Finance Partnership ("MedX LP"). The general partner of MedX LP will be a wholly-owned subsidiary of MedX Corp. incorporated for this purpose. The term of MedX LP is expected to end on December 31, 2019. MedX Corp. is expected to make an offer in 2013 to acquire all the MedX LP units outstanding at that time at fair market value, as determined by an independent firm of Canadian chartered accountants, in exchange for common shares of MedX Corp. at a price based on the average trading price of MedX Corp.'s common shares over 20 trading days.
Pursuant to the terms of a royalty agreement to be entered into between MedX LP and MedX Corp., MedX LP will market all of MedX Corp's.light-related products. MedX LP will receive 100% of the revenue from all global sales of these products and will pay MedX Corp. a 10% royalty fee on gross sales of the products. Pursuant to the terms of the management services agreement to be entered into between MedX LP and MedX Corp., MedX LP will use these revenues to pay MedX Corp. all of its costs associated with the manufacturing and sale of the products plus an annual incentive fee. The annual incentive fee shall be calculated based on 15% of sales until net income is achieved, and after net income is achieved it will be based on a percentage of net income ranging from a low of 0% for net income below $1 Million to a high of 80% for net income exceeding $ 8 Million. MedX Corp. will provide MedX LP with management, administrative, and marketing services, plus customer lists under the terms of the management services agreement.
MedX LP and MedX Corp. plan to sell by non-brokered private placement up to 2,500 units ("Units") to qualified investors at a price of $1,000 per Unit, each Unit being comprised of one limited partnership unit in MedX LP and one thousand warrants to purchase common shares of MedX Corp., with first closing occurring upon the sale of a minimum of 500 Units and final closing occurring when a maximum of 2,500 Units have been sold. Each warrant will entitle the holder thereof to purchase one (1) common share of MedX Corp. at a price of $0.25 per common share for a period of three (3) years following the date of issue.
MedX LP plans to use the proceeds from the sale of Units to fund the manufacture and sale of light-related products through MedX Corp.'s newly created strategic partnerships and international sales channels. A commission of up to 7% of the proceeds from the sale of the Units will be paid by MedX LP to brokers and other qualified agents.
When available, copies of the subscription agreement and related documents to this offering may be obtained from: Janssen Law Professional Corporation, 89 Scollard Street, Toronto, ON M5R 1G4 (tel: (416) 929-1103)
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any province or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of the Units will be made only by means of a Subscription Agreement and related documents, and is subject to regulatory approval.
About MedX Health Corp.
MedX Corp. is a leading North American developer and manufacturer of low level laser and light medical devices for the drug free and non-invasive treatment of tissue damage and pain in numerous medical settings including dental, rehabilitation and wound care. MedX is the world's only company focusing on developing and delivering a broad cross-section of technologies and products involved in healing using light therapy. MedX is committed to advocating for and bringing the non-invasive, drug-free healing nature of light to people seeking relief from pain and other physical ailments. MedX's strategy is to build upon its success in bringing relief of symptoms in a non-pharmacologic manner in the rehabilitation market through key partnerships, acquisitions, strong patent protection as well as developing and commercializing advanced products in the dental and wound-care markets that will position the company to increase revenue. In addition, MedX plans to accelerate the development of a new product aimed at the rapidly-growing wound care market: its "Photobandage(TM)", a bandage technology that allows a wound to be bathed in light, designed to enhance the healing process. The Company intends to license this new technology to one or more major wound care companies for further development of marketing and sales.
Brand products are US FDA approved, Health Canada cleared, and CE Marked and are produced in an ISO 9001 and 13485 certified manufacturing and testing facility. For a complete profile of MedX Health Corp. and its products visit www.medXhealth.com
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.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information may include statements regarding the Company's future plans, objectives, performance, growth, profits, operating expenses or its underlying assumptions. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of MedX to be materially different from those expressed or implied by such forward-looking information, including uncertainty of successful development of new products, uncertainty of successful manufacturing or marketing of products, uncertainty of commercial acceptance of products, uncertainty concerning governmental regulation, dependency on key employees and relationships, rapid technological changes, foreign currency fluctuations. MedX does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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