FORM 9. NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities 1 )

Transcription

1 FORM 9 NOTICE OF PROPOSED ISSUANCE OF (or securities convertible or exchangeable into listed securities 1 ) Please complete the following: Name of Listed Issuer: IMAGIN MEDICAL INC. (the Issuer ). Trading Symbol: IME Date: April 11, Is this an updating or amending Notice: Yes No If yes provide date(s) of prior Notices: Issued and Outstanding Securities of Issuer Prior to Issuance: 108,114,918 Date of News Release Announcing Private Placement: April 3, Closing Market Price on Day Preceding the Issuance of the News Release: $ Private Placement (if shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition), proceed to Part 2 of this form). No. of Full Name & Residential Address of Placee Bijdar Corporation Yonge Street M2P 2B5 Bardya Ziaian, CEO & President Charles Andrew Green 720 Robson St, 3 rd Floor V6Z 1A1 Wolfgang G. Kruning 59 McGill Street M5B 1H2 Number of Securities or to be Purchase price per Security (CDN$) Conversion Price (if Applicable) Prospectus Exemption 680,000 $0.22 Section 2.3(1)(t) 1,400,000 $0.22 Section 2.3(1)(j.1) of NI ,000 $0.22 Section 2.3(1)(k) Securities, directly or Payment indirectly, Date(1) Owned, Controlled or Directed 0 Apr 6/18 0 Apr 9/18 0 Mar 29/18 Describe relationship to Issuer (2) Page 1

2 No. of Full Name & Residential Address of Placee Hybrid Financial Yonge Street Toronto Ontario M5C 1T4 Steve Marshall Romeo D'Angela 810 Woodland Acres Cres. Maple, Ontario L6A 1G2 Steven Misener Church St M5E 1T3 John McMahon 2289 Lakeshore Blvd. W. Townhouse 122 Etobicoke, On M8V 3Y2 G. Scott Paterson King St W M5V 1K4 Graham Saunders 30 Hargrove Lane, Unit 12 M4N 0A4 Graham Saunders 30 Hargrove Lane, Unit 12 M4N 0A Ontario Ltd. 23 White Harwood Seven Oaks, Kent, UK Dr. M. Kalairajan, President Bancroft Management Services Keele St Kettleby, Ontario L7B 0G1 Brian O Leary, President BC Ltd Beach Ave V6Z 2R3 John Horwood, President Number of Securities or to be Purchase price per Security (CDN$) Conversion Price (if Applicable) Prospectus Exemption 227,272 $0.22 Section 2.3(1)(m) of NI ,000 $0.22 Section 2.3(1)(l) 400,000 $0.22 Section 2.3(1)(j) 500,000 $0.22 Section 2.3(1)(j) 680,000 $0.22 Section 2.3(1)(k) 682,000 $0.22 Section 2.3(1)(e) 227,100 $0.22 Section 2.3(1)(e) 75,000 $0.22 BC Instrument ,640 $0.22 Section 2.3(1)(j) 340,909 $0.22 Section 2.3(1)(e.1) of NI Securities, directly or indirectly, Owned, Controlled or Payment Date(1) Directed 0 Apr 11/18 0 Expected Apr 0 Expected Apr 500,000 Expected Apr 202,000 Expected Apr Describe relationship to Issuer (2) Page 2

3 No. of Full Name & Residential Address of Placee Golden Capital Consulting Ltd. Ajeltake Road Majuro Ajeltake Islands Marshall Islands Juozas Papartis, Director Daniel Matwick 1687 West 8th Ave V6J 1T8 Hexagon Ventures Inc 7850 Mayfield St Burnaby, BC V5R 2J6 Steve Bajic, President Semida Viseroiu PO Box Stn Bentall Centre V7X 1N8 Marko Ferenc Water Street V6B 0B7 Lori Pinkowski Beach Cres. V6Z 3E6 Karen Carrascosa Abarca Water Street V6B 0B7 Lorne Torhjelm St Surrey, BC V4A 9T8 Sean O'Connor 15 Lagoon Ave Hamilton, Ontario L8H 7C4 Sandy Cabrita 2336 Maryhill Road Port Coquitlam, BC V3C 3A7 Angel Valov Bonis Ave M1T 3V9 Number of Securities or to be Purchase price per Security (CDN$) Conversion Price (if Applicable) Prospectus Exemption 1,500,000 $0.22 Section 2.3(1)(m) of NI ,000 $0.22 Section 2.3(1)(e) 50,000 $0.22 Section 2.3(1)(t) 227,272 $0.22 Section 2.3(1)(j) 227,272 $0.22 Section 2.3(1)(e) 227,272 $0.22 Section 2.3(1)(e) 227,272 $0.22 Section 2.3(1)(j) 500,000 $0.22 Section 2.3(1)(k) 113,637 $0.22 Section 2.3(1)(k) 50,000 $0.22 Section 2.3(1)(j) 230,000 $0.22 Section 2.3(1)(k) Securities, directly or indirectly, Owned, Controlled or Payment Date(1) Directed 2,346,50 1,250,000 Apr 10/18 1,745,779 Apr 9/18 204,000 Apr 6/18 0 Apr 6/18 Describe relationship to Issuer (2) Page 3

4 No. of Full Name & Residential Address of Placee James Mitchell 3340 Hot Springs Rd P.O. Box 137 Harrison Hot Springs, BC V0M 1K0 Dave Kegler #108, St Leduc, Alberta T9E 8J6 Sherry Kegler #108, St Leduc, Alberta T9E 8J6 Greg Everett 3070 Rotary Way, Unit 329 Burlington, ON L7M 0H1 Ronald Worobec 1012 Bonehomme St P.O. Box 2898 Jasper, AB T0E 1E0 Teodor Ivanov 32 Brawley Ave M8Z 4Z4 D. Bruce Letvak 841 Pemberton Rd. Victoria, BC V8S 3R5 Free to Grow Contracting Ltd th Avenue P.O. Box 278 Valemount, BC V0E 2Z0 Reiner Thoni, Owner Brett Letham West 8th Avenue Amin Shivji St Langley BC V2Z 2C7 Tyler Media Ltd. Suite Drake Street V6B 5Z5 [Nadwynn Sing, CEO] Number of Securities or to be Purchase price per Security (CDN$) Conversion Price (if Applicable) Prospectus Exemption 100,000 $0.22 Section 2.3(1)(l) 50,000 $0.22 Section 2.3(1)(j) 100,000 $0.22 Section 2.3(1)(j) 11,500 $0.22 Section 2.3(1)(j) 500,000 $0.22 Section 2.3(1)(j) 100,000 $0.22 Section 2.3(1)(k) 250,000 $0.22 Section 2.3(1)(j) 100,000 $0.22 Section 2.3(1)(t) 50,000 $0.22 Section 2.3(1)(e) 50,000 $0.22 Section 2.3(1)(j) 272,727 $0.22 Section 2.5(1) of NI Securities, directly or indirectly, Owned, Controlled or Payment Date(1) Directed 600,00 10,000 Apr 10/18 70,000 Apr 10/18 0 Apr 9/18 500,000 Apr 9/18 0 Apr 9/18 1,018,667 Apr 11/18 200,000 Apr 9/18 40,000 Apr 9/18 0 Apr 10/18 518,519 Expected Apr Describe relationship to Issuer (2) Page 4

5 No. of Full Name & Residential Address of Placee Gary Blum 3104 Oak Lane Dallas, TX R. Ronald Schnier 9201 Garland Rd # 729 Dallas, TX Jacob R. Horn 9201 Garland Rd # 817 Dallas, TX Number of Securities or to be Purchase price per Security (CDN$) Conversion Price (if Applicable) Prospectus Exemption 56,045 $0.22 BC Instrument ,775 $0.22 BC Instrument ,090 $0.22 BC Instrument Securities, directly or indirectly, Owned, Controlled or Payment Date(1) Directed 15,000 Expected Apr 616,000 Expected Apr 0 Expected Apr Describe relationship to Issuer (2) TOTAL SUBSCRIPTIONS RECEIVED TO DATE 11,722,783 (1) Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals. (2) Indicate if Related Person. 1 An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form Total amount of funds to be raised: $3,500,000 in total. This submission is Tranche 1 which has raised $2,579, Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. In addition to general working capital purposes, the funds raised pursuant to the private placement will be applied towards advancing the development of imaging solutions for the early detection of cancer. 3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A 4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation evidencing the debt and the agreement to exchange the debt for securities. N/A 5. Description of securities to be issued: Page 5

6 (a) (b) Class Units comprised of common shares & Number 11,722,783 Units (c) Price per security $0.22 per Unit (d) Voting rights each common share is entitled to one vote 6. Provide the following information if Warrants, (options) or other convertible securities are to be issued: (a) Number 11,722,783. (b) Number of securities eligible to be purchased on exercise of Warrants (or options) 11,722,783 shares (c) Exercise price $0.38 (d) Expiry date 24 months from closing 7. Provide the following information if debt securities are to be issued: N/A (a) Aggregate principal amount. (b) Maturity date. (c) Interest rate. (d) Conversion terms. (e) Default provisions. 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the placement (including, options, etc.): See attached Schedule A. (a) (b) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Cash (c) Securities (d) Other. Page 6

7 (e) (f) Expiry date of any options, etc Exercise price of any options, etc. 9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A 10. Describe any unusual particulars of the transaction (i.e. tax flow through shares, etc.). NOT APPLICABLE 11. State whether the private placement will result in a change of control. The private placement will not result in a change of control. 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A. 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument Acquisition NOT APPLICABLE 1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: N/A. 2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: 3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: (a) Total aggregate consideration in Canadian dollars:. Page 7

8 (b) Cash:. (c) Securities (including options, etc.) and dollar value:. (d) Other:. (e) Expiry date of options,, etc. if any:. (f) Exercise price of options,, etc. if any:. (g) Work commitments:. 4. State how the purchase or sale price was determined (e.g. arm s-length negotiation, independent committee of the Board, third party valuation etc). 5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:. 6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows: Name of Party (If not an individual, name all insiders of the Party) Number and Type of Securitie s to be Issued Dollar value per Security (CDN$) Conversion price (if applicable) Prospectus Exemption No. of Securities, directly or indirectly, Owned, Controlled or Directed by Party Describe relationship to Issuer (1) (1) Indicate if Related Person 7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the acquisition (including, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): (b) Cash. Page 8

9 (c) Securities. (d) Other. (g) Expiry date of any options, etc. (h) Exercise price of any options, etc.. 9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. 10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months.. Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer. 2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument ) and all Exchange Requirements (as defined in CSE Policy 1). 4. All of the information in this Form 9 Notice of Issuance of Securities is true. Dated April 11, JIM HUTCHENS Name of Director or Senior Officer Signature CEO Official Capacity Page 9

10 SCHEDULE A TO FORM 9 IMAGIN MEDICAL INC. FINDERS FEES TRANCHE 1 Units Sold by Finder Finders Fees Name of Finder # of Units placed $ Subscribed Warrants 1 Cash 680,000 $149,600 68,000 1,400,000 $308, , ,000 $34,100 15, ,272 $50,000 22, ,000 $99,000 45, ,000 $88,000 40, ,000 $110,000 50, ,000 $149,600 68,000 $11, $24, $2, $4, $7, $7, $8, $11,968.00

11 Units Sold by Finder Finders Fees Name of Finder # of Units placed $ Subscribed Warrants 1 Cash Canaccord Genuity Capital Granville St V7Y 1H2 Canaccord Genuity Capital Granville St V7Y 1H2 Canaccord Genuity Capital Granville St V7Y 1H2 Canaccord Genuity Capital Granville St V7Y 1H2 Gerhard Merkel Planta Urban, Almacen 50q, 5350 Independencia, Guaira, Paraguay Orange Capital Corp. Suite West Hastings Street V6E 2K3 Orange Capital Corp. Suite West Hastings Street V6E 2K3 682,000 $150,400 27,280 40, ,100 $49,962 9,084 13,626 75,000 $16,500 3,000 4, ,640 $25,800 4,546 6,818 1,500,000 $330,000 90, ,272 $49, , ,272 $49, ,636 $3, $9, $ $2, $ $ $ $1, $19, $2, $2,999.99

12 Units Sold by Finder Finders Fees Name of Finder # of Units placed $ Subscribed Warrants 1 Cash Orange Capital Corp. Suite West Hastings Street V6E 2K3 Orange Capital Corp. Suite West Hastings Street V6E 2K3 Tyler Media Ltd Suite Drake St V6B 5Z5 PI Financial Corp Burrard St Vancouver BC V6C 3N1 Orange Capital Corp. Suite West Hastings Street V6E 2K3 227,272 $49, , ,272 $49, , ,000 $110,000 30, ,000 $22,000 6, ,000 $22,000 6,000 $2, $2, $6, $1, cash $1, cash TOTALS 745,546 $139, (1) Warrants have same terms as comprising part of the Units.