FORM 7 MONTHLY PROGRESS REPORT Name of CSE Issuer

advertisement
FORM 7
MONTHLY PROGRESS REPORT
Name of CSE Issuer: Premier Diagnostic Health Services Inc. (the “Issuer”)
Trading Symbol: PDH
Number of Outstanding Listed Securities: 130,269,373 common shares
Date: November 6, 2014
Report on Business
1.
Provide a general overview and discussion of the development of the Issuer’s business and
operations over the previous month. Where the Issuer was inactive disclose this fact.
The Issuer continued to generate revenue throughout the month of October 2014 via provision of
medical diagnostic services through clinics operated by its subsidiary companies in Canada and
China.
The Issuer's management team in China continued to carry out activities in furtherance of proposed
expansion plans to establish new Premier Diagnostic Centres in China which the Issuer anticipates
will provide PET-CT and/or MRI scans.
2.
Provide a general overview and discussion of the activities of management.
In addition to the items detailed in Item #1 above, the Issuer's management continued to focus on
initiatives implemented by its Marketing Committee, including activities targeted at attracting
additional new patients to the Issuer's Burnaby clinic.
Management also continued activities to raise funds through equity financing and several private
placements were closed in October 2014:
3.

On October 2, 2014, the Issuer closed the first tranche of a non-brokered private placement
offering (the "Offering") of common shares ("Shares") of up to 40,000,000 shares at $0.18
per share for aggregate gross proceeds of up to $7,200,000. The first tranche consisted of
34,108,028 Shares for aggregate gross proceeds of $6,139,445.04, and included 415,000
Shares issued as a debt settlement. The Offering was originally announced on September 10,
2014. As part of the Offering, management of the Issuer reserved the right, in its sole
discretion and subject to CSE approval, to increase the Offering by 25% to up to 50,000,000
Shares for aggregate gross proceeds of up to $9,000,000.

On October 17, 2014, the Issuer closed the second tranche of the Offering. The second
tranche consisted of 10,480,361 Shares for aggregate gross proceeds of $1,886,465.41. The
total gross proceeds raised under the Offering were $8,025,910.45.

On October 22, 2014, the Issuer issued a total of 19,306,885 Shares and 9,196,885 share
purchase warrants (“Warrants”) following receipt of conversion notices relating to certain
convertible debentures of the Company and convertible preferred shares of the Issuer's
subsidiary, Premier Diagnostic Center (Vancouver) Inc. (the "Subsidiary"). A total of
19,256,640 Shares and 9,196,885 Warrants were issued to insiders of the Company.

On October 24, 2014, the Issuer issued a total of 9,196,885 Shares following receipt of
exercise notices relating to the warrants. All of the shares were issued to insiders of the
Company.
Describe and provide details of any new products or services developed or offered. For
resource companies, provide details of new drilling, exploration or production programs and
FORM 7 – MONTHLY PROGRESS REPORT
Page 1
acquisitions of any new properties and attach any mineral or oil and gas or other reports
required under Ontario securities law.
No new products or services developed or offered.
4.
Describe and provide details of any products or services that were discontinued. For resource
companies, provide details of any drilling, exploration or production programs that have been
amended or abandoned.
No products or services discontinued.
5.
Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates
or third parties including contracts to supply products or services, joint venture agreements
and licensing agreements, etc. State whether the relationship is with a Related Person of the
Issuer and provide details of the relationship.
No new business relationships entered into.
6.
Describe the expiry or termination of any contracts or agreements between the Issuer, the
Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been
previously announced.
None.
7.
Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred
during the preceding month. Provide details of the nature of the assets acquired or disposed
of and provide details of the consideration paid or payable together with a schedule of
payments if applicable, and of any valuation. State how the consideration was determined and
whether the acquisition was from or the disposition was to a Related Person of the Issuer and
provide details of the relationship.
No acquisitions or disposals.
8.
Describe the acquisition of new customers or loss of customers.
The Issuer is in the business of conducting diagnostic medical scans for individuals and therefore is
continually providing services to new patients.
9.
Describe any new developments or effects on intangible products such as brand names,
circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trademarks.
Not applicable.
10.
Report on any employee hirings, terminations or lay-offs with details of anticipated length of
lay-offs.
None.
11.
Report on any labour disputes and resolutions of those disputes if applicable.
Not applicable.
12.
Describe and provide details of legal proceedings to which the Issuer became a party, including
the name of the court or agency, the date instituted, the principal parties to the proceedings,
the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and
the present status of the proceedings.
The Issuer engaged in settlement discussions with respect to Siemens Medical Solutions USA Inc. v.
Premier Diagnostics Health Services (Vancouver) Inc. et al. A settlement was agreed to, but has not
yet been formally documented.
FORM 7 – MONTHLY PROGRESS REPORT
Page 2
13.
Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of
such indebtedness.
Not applicable.
14.
Provide details of any securities issued and options or warrants granted.
Number Issued
Details of Issuance
Use of Proceeds(1)
Common shares
34,108,028
Issued October 2, 2014
pursuant to the first tranche
of the Offering.
Aggregate gross proceeds
of $6,139,445.04 to be
used to finance the
Issuer's medical
diagnostic equipment and
clinic facilities in
Burnaby, B.C. and in
China, for general
working capital and for
investment purposes.
Common shares
10,480,361
Issued October 17, 2014
pursuant to the second
tranche of the Offering.
Aggregate gross proceeds
of $1,886,465.41 to be
used to finance the
Issuer's medical
diagnostic equipment and
clinic facilities in
Burnaby, B.C. and in
China, for general
working capital and for
investment purposes.
19,306,885 Shares
and 9,196,885
Warrants
Issued October 22, 2014
following receipt of
conversion notices relating
to certain convertible
debentures of the Company
and convertible preferred
shares of the Subsidiary.
No amount was payable
on conversion.
9,196,885
Issued October 24, 2014
following receipt of
exercise notices relating to
the Warrants.
Aggregate gross proceeds
of $459,844.25 to be used
to finance the Issuer's
medical diagnostic
equipment and clinic
facilities in Burnaby, B.C.
and in China, for general
working capital and for
investment purposes.
Security
Common shares and
Warrants
Common shares
(1)
State aggregate proceeds and intended allocation of proceeds.
FORM 7 – MONTHLY PROGRESS REPORT
Page 3
15.
Provide details of any loans to or by Related Persons.
Not applicable.
16.
Provide details of any changes in directors, officers or committee members.
None.
17.
Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s
market(s) or political/regulatory trends.
The Issuer is not aware of any such trends.
FORM 7 – MONTHLY PROGRESS REPORT
Page 4
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.
2.
As of the date hereof there were is no material information concerning the Issuer which has not been
publicly disclosed.
3.
The undersigned hereby certifies to CSE that the Issuer is in compliance with the requirements of
applicable securities legislation (as such term is defined in National Instrument 14-101) and all CSE
Requirements (as defined in CSE Policy 1).
4.
All of the information in this Form 7 Monthly Progress Report is true.
Dated: November 6, 2014
“Grace Xian”
Premier Diagnostic Health Services Inc.
Chief Financial Officer
Official Capacity
Issuer Details
For Month End
Date of Report
Name of Issuer
October 2014
2014/11/06
Premier Diagnostic Health Services Inc.
Issuer Address
Suite 300, 3185 Willingdon Green
City/Province/Postal Code
Issuer Fax No.
Issuer Telephone No.
Burnaby, BC V5G 4P3
604.678.9245
604.678.9115
Contact Name
Contact Position
Contact Telephone No.
Grace Xian
CFO
604.678.9115 Ext. 224
Contact Email Address
Web Site Address
gxian@premierdiagnostics.ca
www.premierdiagnostics.ca
FORM 7 – MONTHLY PROGRESS REPORT
Page 5
Download