Clive J. Beddoe Announces Resignation as Director of SQI Dia https://finance.yahoo.com/news/clive-j-beddoe-announces-resignation-220100903.html
NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES
CALGARY, Alberta, Nov. 30, 2023 (GLOBE NEWSWIRE) -- Mr. Clive J. Beddoe (“Mr. Beddoe”) announces that he has resigned as director of SQI Diagnostics Inc. (the “Company”) effective October 29, 2023 (the “Effective Date”). Mr. Beddoe also announces that he has forgiven $1,790,000 aggregate principal amount, plus accrued and unpaid interest, of secured debentures of the Company held by Mr. Beddoe.
In connection with his resignation from the board of directors of the Company, Mr. Beddoe entered into a voting trust agreement (the “Voting Trust Agreement”) with Mr. David Markowski, a new director of the Company, pursuant to which Mr. Markowski was appointed Mr. Beddoe’s voting trustee and acquired the exclusive voting rights over all of the 97,570,247 common shares (“Shares”) in the capital of the Company beneficially owned, directly or indirectly, by Mr. Beddoe with respect only to any and all elections of directors of the Company. The Voting Trust Agreement has a term of three years, subject to early termination in the event that the Company does not hold any technology, intellectual property or other commercial licences (collectively, the “Technology IP”) from the University Health Network or transferred to it by Pivot Financial I Limited Partnership (“Pivot”). The Company does not currently hold any license to the Technology IP as of the date hereof, but intends to seek such licenses in connection with a proposed restructuring (the “Restructuring”) of the Company to be overseen by the Company’s new board of directors. Mr. Beddoe has no involvement in the Restructuring and there can be no assurance that it will be completed.
Mr. Beddoe has also entered into a share transfer agreement (the “Share Transfer Agreement”) with Pivot as of the Effective Date, pursuant to which he has agreed to transfer 8,333,333 Shares beneficially owned, directly or indirectly, by Mr. Beddoe to Pivot for nominal consideration in connection with the proposed Restructuring and only in the event that the TSX Venture Exchange does not grant approval for the Company to issue Pivot 8,333,333 Shares from treasury directly (the “Pivot Share Issuance”). The obligations of Mr. Beddoe under the Share Transfer Agreement are conditional on the revocation of, or applicable amendment to, the cease trade order (the “CTO”) affecting the securities of the Company dated September 5, 2023 and other applicable regulatory approvals.
Also on the Effective Date, Mr. Beddoe and the Company entered into a warrant exercise agreement (the “Warrant Agreement”) pursuant to which Mr. Beddoe agreed to sell, from time to time, Shares beneficially owned, directly or indirectly, by Mr. Beddoe as of the Effective Date at or around the prevailing market price of the Shares at the time of any such sales and to use the proceeds of sales (net of commissions, taxes and other selling costs) to finance the exercise of common share purchase warrants (“Warrants”) of the Company held by Mr. Beddoe in order to fund the Company. The completion of any Share sales and related Warrant exercises under the Warrant Agreement is conditional upon the CTO being revoked or amended in such a manner that would allow for the sale of Shares under applicable securities laws. In connection with the entering into the Warrant Agreement, Mr. Beddoe agreed to forfeit and surrender 7,017,543 Warrants (the “2026 Warrants”) expiring November 1, 2026 for nil consideration as of the Effective Date. There can be no assurances as to the timing of the transactions contemplated by the Share Transfer Agreement or Warrant Agreement nor whether any such transactions will be completed.
Immediately prior to the Effective Date, Mr. Beddoe beneficially owned or exercised control or direction over 97,570,247 Shares and 35,335,130 Warrants, representing approximately 24.02% of the issued and outstanding Shares on a non-diluted basis and representing approximately 30.10% of the issued and outstanding Shares assuming the full exercise of all Warrants that Mr. Beddoe beneficially owns or exercises control or direction over. As a result of the surrender and cancellation of the 2026 Warrants, Mr. Beddoe owns or exercises control or direction over 97,570,247 Shares and 28,317,587 Warrants, representing approximately 24.02% of the issued and outstanding Shares on a non-diluted basis and representing approximately 28.97% of the issued and outstanding Shares assuming the full exercise of all Warrants that Mr. Beddoe beneficially owns or exercises control or direction over.
In addition to the transactions described herein, Mr. Beddoe may increase or decrease his investment, directly or indirectly, in securities of the Company from time to time, depending on market conditions or any other relevant factors.
A copy of the report relating to the Voting Trust Agreement, Share Transfer Agreement and Warrant Agreement may be found on SQI’s profile at www.SEDAR.com or may be obtained from Mr. Ryan Ogrodniczuk at 403-266-6203 or at Mr. Beddoe’s address c/o Hanover Investments Corporation Ltd., 396-11th Avenue SW, Suite 1320, Calgary, Alberta T2R 0C5. SQI’s head office is located at 36 Meteor Drive, Toronto, Ontario M9W 1A4.