Essex Angel Capital Inc.
TSX VENTURE : EXC

Essex Angel Capital Inc.

April 13, 2012 14:16 ET

Essex Angel Capital Inc. is Granted an Exclusive Option to Provide Additional Investment to Wellness Indicators, Inc. and Makes a Further Investment in Wellness Indicators

WINDSOR, ONTARIO--(Marketwire - April 13, 2012) - Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation" or "Essex") announced today that it has signed a non-binding letter agreement (the "Letter Agreement") with Wellness Indicators Inc. ("Wellness"), whereby Essex has been granted the option to make additional investments into Wellness, to acquire up to 60% of shares of voting stock of Wellness (the "Wellness Shares") on a fully diluted basis, in the form of either equity or debt securities (the "Debt Securities") convertible into Wellness Shares or a combination of Wellness Shares and Debt Securities for an aggregate consideration of up to US$5,000,000. The form of investment is at Essex's sole discretion and can be made in one or more tranches. Essex anticipates investing in a combination of Wellness Shares and Debt Securities. The price per Wellness Share will be US$1.00 and any Debt Security will convert on the basis of one (1) Wellness Share per US$1.00. Essex has the exclusive option to make any such investment until May 31, 2012. In addition, subject to entering into a definitive agreement, Essex will have the right to appoint: (i) 1 of 5 individuals to the board of directors of Wellness (the "Board") upon becoming a holder of 20% of Wellness Shares, on a fully diluted basis; (ii) 2 of 5 individuals upon becoming a holder of 40% of Wellness Shares, on a fully diluted basis; and (iii) 3 of 5 individuals upon becoming a holder of 50.1% of Wellness Shares, on a fully diluted basis. The anticipated investment is subject to: (i) Essex raising sufficient funds; (ii) the execution of definitive documentation; and (iii) receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange.

Any investment by Essex will be used for the full commercialization of the Wellness Indicators Health Equater™ Assessment Profile, a first-to-market test screening for such biomarkers as oxidative stress, low-grade inflammation and total antioxidant capacity, which indicate levels of wellness. Thousands of studies have shown that the biomarkers measured by the assessment profile are leading indicators for a variety of future health risks, including stroke, cancer, heart disease, and diabetes.

The Corporation also announced that it acquired on April 10, 2012 six units (the "Wellness Units") of Wellness. The Wellness Units in the aggregate consist of US$150,000 principal amount of 8.0% subordinated secured debentures (the "Debentures") and 150,000 warrants (the "Wellness Warrants") entitling the Corporation, for seven years following the issuance date thereof, to purchase 150,000 Wellness Shares at a price of US$3.50 per share. The Debentures mature on the date that is the earlier of: (i) January 10, 2013; and (ii) the date on which Wellness receives aggregate investments of US$3,000,000, (the "Maturity Date"). Wellness has the right to extend the Maturity Date for a period of nine months, in which case the Debentures will carry an interest rate of 10% for such nine-month period and the Corporation will receive up to an additional 150,000 Wellness Warrants, based on the principal amount outstanding on the Maturity Date.

The purchase by the Corporation of the Wellness Units added to its existing holdings in Wellness consisting of: (i) US$100,000 principal amount of debentures maturing on October 20, 2012 and warrants entitling Essex to acquire 100,000 Wellness Shares at a price of US$3.50 per share until January 20, 2019; (ii) US$100,000 principal amount of debentures maturing on December 23, 2012 and warrants entitling Essex to acquire 100,000 Wellness Shares at a price of US$3.50 per share until March 23, 2019; and (iii) US$1,000,000 aggregate amount of 6.0% subordinated secured convertible debentures maturing on July 15, 2015, convertible in whole or in part, into Wellness Shares at a conversion price of US$3.25 per share and warrants entitling Essex to acquire 170,221 Wellness Shares at a price of US$3.25 per share until July 15, 2021. As at today's date, if Essex was to convert the convertible debentures and exercise all the warrants it would hold 32.1% of the issued and outstanding Wellness Shares on a partially diluted basis and 19.0% on a fully diluted basis.

"We look forward to continuing our relationship with Essex as they have been a strategic and valuable investor to Wellness since their first investment." said Frank Lyman, President & CEO of Wellness Indicators. "We believe that the Health Equater fills an unmet need in the wellness services market. We already have large potential clients waiting to try the product and incorporate it into their mix of wellness initiatives. We are eager to launch our full-scale sales efforts later this year," he reported.

"From our initial investment last year to the follow-up funding of the clinical trials to this latest infusion of investment cash, our goal has been to see Wellness Indicators through to full commercialization of its Health Equater™ Assessment Profile," reported Rick Galdi, CEO & President of Essex. "This unique noninvasive test panel is not only an industry first, but offers important information to individuals and their insurers about their health status while potentially removing significant costs from the healthcare system. Essex is confident that the Wellness Indicators' product not only addresses a great market need, but has a valuable intellectual property portfolio with the potential for application in more cutting-edge tests in the future."

About Essex Angel Capital

Essex Angel Capital of Windsor, Ontario, is a publicly traded company engaged in the business of debt and equity investment in privately held early-stage companies. Essex is traded on the TSX Venture Exchange under the symbol "EXC."

About Wellness Indicators Inc.

Wellness Indicators is part of the investment portfolio of Essex Angel Capital Inc. Wellness is the developer of a first-to-market new wellness assessment test scheduled for commercial launch in the last quarter of 2012. The Health Equater™ Assessment Profile is a unique inexpensive urine test that screens for a number of biomarkers indicating levels of wellness and results are available in approximately five minutes. The Health Equater™ has the potential to fill an enormous unmet need in the wellness industry for a cost-effective easy-to-use portable screening tool.

This press release contains certain forward-looking statements about the future plans and intentions of companies in the Corporation's portfolio. Wherever possible, words such as "may," "will," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," or "potential," or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management's current beliefs and are based on information currently available to Management as at the date hereof. Forward-looking statements included or incorporated by reference in this press release include statements with respect to the proposed terms of the letter agreement between Essex and Wellness, the proposed acquisition by Essex of securities of Wellness, the proposed use of the funds by Wellness, the completion of Wellness' field trials, successful commercial launch of the Health Equator Assessment Profile later this year and the future business activity of Wellness Indicators.

Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

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