Annidis Announces Intention to Complete a Series of Refinancing Transactions with Insiders and Arm's-Length Investors

OTTAWA, Nov. 30, 2016 /CNW/ - Annidis Corporation (TSX Venture: RHA) ("Annidis" or the "Corporation"), is pleased to announce that, subject to the approval of the TSX Venture Exchange (the "TSXV") and the approval of a majority of the Corporation's disinterested shareholders as required by the TSXV, the Corporation intends to complete the following series of transactions:

Refinancing Transactions with Mistarunited Technology Co., Limited ("Mingda"), a control person and insider of Annidis

1)	Amendment of Conversion Price and Conversion of Outstanding Convertible Promissory Note dated November 17, 2014
	Annidis has agreed to amend the conversion price of the outstanding $2,003,589 convertible promissory note issued by Annidis on November 17, 2014 (which convertible note carries an interest rate of 10% per annum and matures on May 17, 2017), from $0.35 per common share in the capital of Annidis to $0.05 per common share. Upon approval of the amendment to the conversion price, Mingda has agreed to convert the entire outstanding principal balance of the note along with all interest having accrued thereon as of November 30, 2016. The conversion of the note will result in the issuance of 49,009,797 common shares (40,071,780 common shares on account of converted principal and 8,938,017 common shares on account of the conversion of accrued interest).
2)	Conversion of Outstanding Convertible Promissory Notes
	Mingda has agreed to convert the following convertible promissory notes, including all interest having accrued thereon as of November 30, 2016, in accordance with their terms:
		a. $200,000 Convertible Promissory Note dated March 4, 2016
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 4,296,986 common shares (4,000,000 common shares on account of converted principal and 296,986 common shares on account of the conversion of accrued interest).
		b. $150,000 Convertible Promissory Note dated March 17, 2016
		Principal and accrued interest converted at $0.06 per common share resulting in the issuance of 2,676,7212 common shares (2,500,000 common shares on account of converted principal and 176,712 common shares on account of the conversion of accrued interest).
		c. $100,000 Convertible Promissory Note dated March 31, 2016
		Principal and accrued interest converted at $0.06 per common share resulting in the issuance of 1,778,092 common shares (1,666,667 common shares on account of converted principal and 111,416 common shares on account of the conversion of accrued interest).
3)	Shares for Debt Transactions
	Annidis and Mingda have agreed to settle the following outstanding promissory notes, including all interest having accrued thereon as of November 30, 2016, by way of the completion of shares for debt transactions pursuant to which, in exchange for the surrender and cancellation of the outstanding promissory notes, Annidis will issue common shares to Mingda at a conversion price of $0.05 per common share:
		a. $1,000,000 Secured Promissory Note dated June 4, 2013
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 28,205,366 common shares (20,000,000 common shares on account of converted principal and 8,205,366 common shares on account of the conversion of accrued interest).
		b. $1,000,000 Secured Promissory Note dated May 28, 2014
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 25,685,666 common shares (20,000,000 common shares on account of converted principal and 5,685,666 common shares on account of the conversion of accrued interest).
		c. $150,000 Unsecured Promissory Note dated November 25, 2015
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 3,304,932 common shares (3,000,000 common shares on account of converted principal and 304,932 common shares on account of the conversion of accrued interest).
		d. $1,300,000 Unsecured Grid Promissory Note dated April 14, 2016
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 27,416,671 common shares (26,000,000 common shares on account of converted principal and 1,416,671 common shares on account of the conversion of accrued interest).
		e. $221,000 Unsecured Promissory Note dated July 29, 2016
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 4,570,159 common shares (4,420,000 common shares on account of converted principal and 150,159 common shares on account of the conversion of accrued interest).
		f. $500,000 Unsecured Promissory Note dated July 29, 2016
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 10,246,575 common shares (10,000,000 common shares on account of converted principal and 246,575 common shares on account of the conversion of accrued interest).
4)	Private Placement of Convertible Promissory Note
	Mingda has agreed to advance $650,000.00 to Annidis in exchange for an unsecured convertible promissory note (the "Convertible Note"). The Convertible Note will mature on December 31, 2016 and bears interest at a rate of 10% per annum compounded monthly and payable at maturity. At the option of the Lender, the Convertible Note may be converted into common shares in the capital of Annidis at a conversion price of $0.05 per common share. The Corporation may prepay the outstanding principal amount of the Convertible Note together with all accrued and unpaid interest thereon, without penalty, at any time prior to the maturity date of the Convertible Note. The proceeds from the Convertible Note will be used by the Corporation for general working capital purposes. If Mingda were to elect to convert the Convertible Note in accordance with its terms, it would receive (excluding any shares issued to satisfy accrued but unpaid interest) 13,000,000 common shares.
5)	Private Placement of Secured Promissory Note and Issuance of Bonus Warrants
	Mingda has agreed to advance $2,867,212.10 to Annidis in exchange for the issuance of secured promissory note (the "Secured Note") and bonus warrants. The Secured Note will have a term of 3 years and carry an interest rate of 0% for the first year of the term and a rate of 12% per annum compounded daily in the final two years of the term, which interest shall be compounded daily at payable at maturity. Annidis may prepay the outstanding principal amount of the Secured Note together with all accrued and unpaid interest thereon, without penalty, at any time following the first anniversary of the issuance date of the Secured Note and prior to the maturity date. In addition, in connection with the issuance of the Secured Note, Annidis will issue 5,734,424 warrants for the purchase of common shares in the capital of the Corporation to Mingda (the "Warrants"). Each Warrant shall be exercisable at a price of $0.05 per common share, for a period of three years from the issuance date of the Warrants, subject to early expiry provisions as required in accordance with the policies of the TSXV. The note shall be secured by a general security agreement over the assets of Annidis, which security shall rank in priority to all other charges against the assets of Annidis. The proceeds from the Secured Note shall be used to retire the outstanding $1,000,000 secured promissory note, and all interest having accrued thereon, issued by the Corporation on June 25, 2013 and the $1,000,000.00 secured promissory note, and all interest having accrued thereon, issued by the Corporation on July 17, 2014, both of which are held by a private investor.
6)	Non-brokered Private Placement of Common Shares
	Annidis has agreed to complete the private placement of 43,580,000 common shares in the capital of the Corporation with Mingda. The common shares will be issued at a prices of $0.05 per common share for gross aggregate proceeds of $2,179,000.00. The proceeds from the private placement of the common shares will be used by the Corporation for general working capital purposes.

The completion of the aforementioned transactions with Mingda constitute "related party transactions" as defined under TSXV Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Corporation is relying on the exemptions from the formal valuation and minority shareholder approval requirements as set out under sections 5.5(g) and 5.7(e) of MI 61-101.  The Corporation is issuing this press release, and it is reasonable to do, less than 21 days prior to the contemplated closing date of the transactions as, with the exception of the disinterested shareholder approval of Mingda as a control person of Annidis as required by the TSXV (which approval is being sought by way of written consent), the closing is not subject to any shareholder approval and the Corporation and Mingda are ready and able to close prior to such 21 day period and the Corporation is in need of the proceeds of the private placement and the financial relief provided by the conversion of the promissory notes.

Following the completion of all of the transactions contemplated herein, Mingda will directly own and control approximately 255,855,835 common shares in the capital of Annidis representing 70.8% of the Corporation's issued and outstanding common shares on an undiluted basis. On a partially diluted basis, assuming the conversion of the Convertible Note and the exercise of the Warrants, Mingda will hold approximately 261,590,259 common shares representing 72.3% of the Corporation's issued and outstanding common shares.

Shares for Debt Transactions with Insiders

In addition to the aforementioned transactions with Mingda, the Corporation is pleased to announce that, subject to the approval of the TSXV, and the approval of a majority of the Corporation's disinterested shareholders as required by the TSXV, the Corporation has agreed to settle the following outstanding debts, including all interest having accrued thereon as of November 30, 2016, with insiders of the Corporation by way of the completion of shares for debt transactions pursuant to which, in exchange for the cancellation of the outstanding debts, Annidis will issue common shares to the respective insiders at a conversion price of $0.05 per common share:

		a. $455,154 Secured Promissory Note held by Slemko Investment Corporation (a corporation beneficially owned and controlled by Gerald Slemko, Director and Chairman of Annidis) dated July 29, 2016
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 12,837,779 common shares (9,103,080 common shares on account of converted principal and 3,734,699 common shares on account of the conversion of accrued interest).
		b. $238,325.88 payable owed by Annidis to Slemko Investment Corporation (a corporation beneficially owned and controlled by Gerald Slemko, Director and Chairman of Annidis) in connection with management services and expenses dating back to 2011
		Principal and accrued interest converted at $0.05 per common share resulting in the issuance of 4,331,898 common shares (4,766,518 common shares on account of converted principal and 597,390 common shares on account of the conversion of accrued interest).
		c. $75,000.00 payable owed by Annidis to Brian Baker, Chief Financial Officer of Annidis, in connection with management services dating back to 2012
		Principal converted at $0.05 per common share resulting in the issuance of 1,500,000 common shares.

The completion of the aforementioned transactions with Slemko Investment Corporation and Brian Baker constitute "related party transactions" as defined under TSXV Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Corporation is relying on the exemptions from the formal valuation and minority shareholder approval requirements as set out under sections 5.5(g) and 5.7(e) of MI 61-101.  The Corporation is issuing this press release, and it is reasonable to do, less than 21 days prior to the contemplated closing date of the transactions as, with the exception of the disinterested shareholder approval of the outstanding payables with each of Slemko Investment Corporation and Brian Baker as required by the TSXV (which approval is being sought by way of written consent), the closing is not subject to any shareholder approval and the Corporation and the insiders are ready and able to close prior to such 21 day period and the Corporation is in need of the financial relief provided by the conversion of the outstanding debts.

Shares for Debt Transactions with Arms-Length Investors

In addition to the aforementioned transactions with Mingda, Slemko Investment Corporation, and Brian Baker, the Corporation is pleased to announce that, subject to the approval of the TSXV, the Corporation has agreed settle $527,041 in outstanding secured promissory notes originally issued by Annidis on June 25, 2013, including all interest having accrued thereon as of November 30, 2016, by way of the completion of shares for debt transactions pursuant to which, in exchange for the cancellation of the outstanding secured promissory notes and the discharge of the associated security, Annidis will issue common shares to the respective noteholders at a conversion price of $0.05 per common share resulting in the issuance of a total of 14,865,382 common shares (10,540,820 common shares on account of converted principal and 4,324,562 common shares on account of the conversion of accrued interest).

About Annidis Corporation

Annidis (TSX-V: RHA) has developed, manufactures and sells a patented imaging platform technology based on multi-spectral imaging. The current RHA is a retinal screening technology used by primary care professionals for early disease detection. The RHA is complementary to diagnostic imaging technologies and supports the timely identification, treatment and monitoring of a wide range of vision threatening diseases.

Completion of the transactions contemplated herein is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval.  The transactions cannot close until the required disinterested shareholder approvals are obtained. There can be no assurance that these transactions will be completed as proposed or at all.

Neither 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 release.

Certain statements in this press release are forward looking statements and are prospective in nature, including statements with respect to the Corporation's intended use of the proceeds of the Note. Forward‐looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward‐looking statements. These statements generally can be identified by the use of forward‐looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward‐looking statements should therefore be construed in light of such factors, and the Corporation is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.

SOURCE Annidis Corporation

Cameron Bramwell, Chief Executive Officer & President, Annidis Corporation, [phone], [email protected]