/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
OF AMERICA/
TORONTO, Nov. 1, 2021 /CNW/ - SQI Diagnostics Inc.
("SQI" or the "Company") (TSXV: SQD) (OTCQB: SQIDF), a life
sciences and diagnostics company that develops and commercializes
proprietary technologies and products for advanced microarray
diagnostics, today announced that it has completed the first
tranche of a non-brokered private placement (the "Private
Placement") of 23,726,316 units ("Units") of the Company
at a price of $0.19 per Unit for
gross proceeds of approximately $4.5
million. Each Unit consists of one common share and one
common share purchase warrant. Each common share purchase warrant
entitles the holder to purchase one common share at a price of
$0.25 for a period of five years from
the date of issuance.
Insiders of the Company, who are control persons, subscribed for
an aggregate of 21,052,631 Units for gross proceeds of
approximately $4 million under the
Private Placement. The issuances of Units to such insiders pursuant
to the Private Placement are considered related party transactions
within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
Company relied on exemptions from the formal valuation and minority
approval requirements in sections 5.5(g) and 5.7(1)(e) of MI 61-101
in respect of such insider participation on the basis of financial
hardship. Further details will be provided in the Company's
material change report to be filed on SEDAR.
The Company intends to complete the second tranche of the
Private Placement on or about November 4,
2021 by issuing up to an additional 7,852,631 Units at a
price of $0.19 per Unit, for
additional gross proceeds of up to approximately $1.5 million.
The Private Placement is subject to all necessary regulatory and
stock exchange approvals. The securities issued pursuant to
the first tranche of the Private Placement will be subject to a
hold period expiring March 2, 2022,
in accordance with applicable Canadian securities law.
SQI intends to use the net proceeds of the Private Placement to
fund the Company's product commercialization and manufacturing
programs, sales and marketing and for general working capital
purposes.
The Company did not file a material change report in respect of
the related party transaction less than 21 days prior to the
closing of the Private Placement, which the Company deems
reasonable in the circumstances so as to be able to avail itself of
the proceeds of the Private Placement in an expeditious manner.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state
securities laws and accordingly may not be offered or sold within
the United States or to "U.S.
persons", as such term is defined in Regulation S promulgated under
the U.S. Securities Act ("U.S. Persons"), except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the Company's securities to, or for the account of benefit
of, persons in the United States
or U.S. Persons.
About SQI Diagnostics
SQI Diagnostics is a life sciences and diagnostics company that
develops and commercializes proprietary technologies and products
for advanced microarray diagnostics. The Company's proprietary
microarray tests and fully automated systems are designed to
simplify protein and antibody testing workflow, increase
throughput, reduce costs and provide excellent data quality. For
more information, please visit www.sqidiagnostics.com.
Contacts:
Morlan Reddock
Chief Financial Officer
437-235-6563
mreddock@sqidiagnostics.com
Andrew Morris
Chief Executive Officer
416-903-1955
amorris@sqidiagnostics.com
FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking
statements, including, without limitation, statements containing
the words "will", "may", "expects", "intends", "anticipates" and
other similar expressions which constitute "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking statements reflect the Company's current
expectation and assumptions, and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially from those anticipated. The forward-looking statements
in this news release include without limitation, statements with
respect to the Private Placement, the timing and size of any
subsequent tranches under the Private Placement and the use of
proceeds of the Private Placement. These forward-looking statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Important factors
that could cause actual results to differ materially from
expectations include, but are not limited to, risks related to the
failure to obtain necessary regulator and stock exchange approvals
for the Private Placement, general economic and market factors,
competition, the development and commercialization of the Company's
diagnostics tests, the effect of the global pandemic and consequent
economic disruption, and the factors detailed in the Company's
ongoing filings with the securities regulatory authorities,
available at www.sedar.com.
Although the forward-looking statements contained herein
are based on what we consider to be reasonable assumptions based on
information currently available to us, there can be no assurance
that actual events, performance or results will be consistent with
these forward-looking statements, and our assumptions may prove to
be incorrect. Readers are cautioned not to place undue reliance on
these forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements either as a result of new information, future events or
otherwise, except as required by applicable laws.
This news release does not constitute an offer to sell or
a solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act or any state securities laws and may not be offered or sold
within the United States or to
U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
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.
SOURCE SQI Diagnostics Inc.