Vancouver, B.C., February 10, 2016 – Expedition Mining Inc. (EXU) announces the closing of the private placement of $1,000,000 which completes the acquisition of BSS Life Sciences Inc., (herein to be known as Imagin Medical Inc. or the “Company”).
The Company currently has 38,102,634 shares outstanding. Additionally, there are 10,000,000 Acquisition Warrants; 6,677,413 Finance Warrants; 220,186 Finder’s Warrants; and 2,000,000 incentive stock options.
Imagin Medical Inc. will continue to hold its private placement open. Up to a maximum of 1,666,667 additional units may be sold prior to the resumption of trading, raising up to an additional $250,000, which will be distributed under the total financing of $1,250,000. The funds raised will be used for continued market and product development and general working capital.
The Company is in the process of finalizing all of its documents for filing with the CSE for the purpose of resuming trading. A further news release will be disseminated prior to the date trading resumes.
Imagin Medical – The Next Generation Ultrasensitive Imaging Solutions for Early Detection and Treatment of Cancer
Imagin Medical Inc. is a medical imaging company positioned to radically improve the way physicians detect cancer through the use of endoscopes. Dr. Stavros Demos, from the renowned Lawrence Livermore National Laboratory (LLNL), is the inventor of the combination optical/laser technology that utilizes white light and near-infrared fluorescence for the accurate visual detection of cancer. Dr. Demos worked in collaboration with the UC Davis Comprehensive Cancer Center and Dr. Ralph deVere White, one of the world’s leading authorities on bladder cancer, for more than five years to validate this technology. Jim Hutchens, Imagin Medical’s new President commented, “Our first target application is bladder cancer, the 6th most prevalent cancer in the U.S. but the most expensive cancer to treat (in the U.S.). We anticipate dramatically reducing the over 50% recurrence rate and overall costs of bladder cancer.” The Company will continue to work in partnership with LLNL and the UC Davis Comprehensive Cancer Center to complete the clinical evaluations that will support the Company’s FDA
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submission.ImaginMedical Inc.(throughBSS Life Sciences)holds the exclusive license to this intellectual property.See the Company’s Listing Statementthat will befiled on SEDARand the Company’s profile on the CSE website for more details.
ManagementTeamand Directors
The transition to healthcareis underwaywith the realignmentofthemanagement teamand itsDirectors. Jim Hutchenswas appointedPresident &CEO, and Director. Mr.Hutchens has over thirtyyears of experience in the healthcare technology industry, includingventure capital investing, founding and building successfulearly-stage healthcare technology companies. He has heldexecutive positions with majorcompanies including Boston Scientific, Smith & Nephew and Millipore.Mr. Hutchens isformer Trustee of the Brighamand Womens/FaulknerHospitalin Boston, MA, and holdsa B.S.in BusinessAdministration fromBoston University.
Additionally,Dr. Robin A.Atlas, also from Boston, MA, was appointed as a CompanyDirector.Dr. Atlas is Medical DirectorEmerita of Harvard Vanguard Medical Associates,the largest multi-specialty group practice in New England. Dr. Atlasmaintained aprimary care internal medicine practice at the Kenmore Center from 1981 until herretirement from active clinicalpractice in 2001. She wasthe Director of MedicalSpecialties forthe 14 officesand 350,000 patients of theHarvard CommunityHealth Plan. Dr. Atlas received her B.S.from the University of Illinois in 1974 and her M.D.degreefrom Northwestern University MedicalSchool in 1978.
Jorge Avelinowill remain as the Company’sChief Financial Officers.Additional BoardMembers include Bill Galine, Steven Chan and Bob Lunde.
Transaction Structure and Terms
In connection with closing the Acquisition, the Company:
- Issued 21,500,000 common shares (“Acquisition shares”) to the shareholdersofBSS LifeScienceson a pro-rata basis. Of these, 11,500,000 shares are subjectto escrow, to be released over three years (10% on the closing date and anadditional 15% every six months thereafter);
- Issued 10,000,000 warrants(“Acquisition Warrants”)to the holdersof warrantsofBSS LifeScienceson a pro-rata basis; each Acquisition Warrantisexercisable at$0.15 per sharefor three years;
- Issued 5,000,000 performance shares (“PerformanceShares”)to certain shareholders ofBSS Life Sciences. These shares are subject to escrow, to bereleased upon the successful conclusion of Imagin Medical’s beta prototype,demonstratingcommercial viability;
- Changed itsname from Expedition Mining Inc. to Imagin Medical Inc.; andchanged its trading symbolto “IME”;
- Closed a non-brokered financing of 6,677,413 units (“Unit”) at $0.15 per Unit for gross proceeds of $1,001,612. Each Unit is comprised of one common share (“Shares”) and one share purchase warrant (“Finance Warrant”). Each Finance Warrant is exercisable for a period of two years at $0.25 in the first 12 months and at $0.35 thereafter, provided that, in the event the closing price of the Company’s Shares on the CSE is equal to or greater than $0.50 per share for 20 consecutive trading days at any time following four months after the date of closing the Acquisition, the Company may reduce the remaining exercise period of the Finance Warrants to not less than 30 days following the date of such notice. In connection with the financing, the Company paid aggregate cash finder’s fees of $37,528 and issued finder’s warrants entitling the holders to acquire up to 220,186 Shares at $0.15 per Share for 24 months. The private placement securities are subject to a four-month hold period from the date of issuance;
- Completed a shares-for-debt transaction to settle $155,416.27 of past debt owed to former directors and officers of EXU, by the issuance of 1,036,108 shares at a deemed price of $0.15 per share. These shares are subject to a four-month hold period from the date of issuance;
- Granted 2,000,000 incentive stock options, exercisable at $0.15 per share for a period of five years. The options are subject to a four-month hold period from the date of grant.
ON BEHALF OF THE BOARD:
___________________________
Jim Hutchens,
CEO, President
For further information, contact:
Bill Galine
Telephone: (775) 737-3292
Email: [email protected]
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release is not an offer or a solicitation of an offer of securities for sale in the United States of America. The common shares of Imagin Medical Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
