SQI Diagnostics Inc. (“SQI” or the “Company”) (TSX-V: SQD), a
life sciences company that develops and commercializes proprietary
technologies and products for advanced microarray diagnostics, today
announced that it intends to complete a non-brokered private placement
(the “Private Placement”) of up to 5,013,000 units (“Units”) of the
Company at a price of $0.75 per Unit for gross proceeds of up to $3.760
million, subject to regulatory and stock exchange approval. Each Unit
will consist of one common share and one common share purchase warrant.
Each common share purchase warrant will entitle the holder to purchase
one common share at a price of $1.10 for a period of two years from the
date of issuance. If the full Private Placement is sold and after giving
effect to the issuance of shares and exercise of warrants the Company
would have up to 49,888,264 shares outstanding.
Certain officers, directors and other insiders of the Company may
acquire securities under the private placement. In conjunction with the
closing of the financing, options granted to members of the Board of
Directors on January 10, 2013 will be amended to increase the exercise
price of the options to $0.75 from $0.45. All others terms of the
options remain unchanged.
The Company expects to close the Private Placement on or about May 1,
2013.
In connection with the Private Placement, the Company will pay a
finder's fee in cash equal to 7% of the gross proceeds and will issue
compensation warrants to acquire Units equal to 10% of the Units issued
in connection with the Private Placement. Each compensation warrant
entitles the holder, for a period of 24 months after the closing date,
to acquire Units at an exercise price of $0.75 per Unit.
The Private Placement is subject to all necessary regulatory and stock
exchange approvals. The securities being issued pursuant to the Private
Placement will be subject to a four month hold period in accordance with
applicable Canadian securities law.
SQI intends to use the net proceeds to fund the Company’s product
development and commercialization programs, sales and marketing and for
general working capital purposes.
About SQI Diagnostics
SQI Diagnostics is a life sciences
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.
The contents of the Company’s website are specifically not incorporated
by reference in this press release.
FORWARD-LOOKING INFORMATION
This press release contains certain forward-looking statements,
including, without limitation, statements containing the words “may”,
“plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”,
“expect”, “believe”, “in the process”, “is subject to” 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. These
forward-looking statements involve risks and uncertainties including,
but not limited to the closing of all or any part of the Private
Placement, regulatory and stock exchange approval of the
Private Placement, our intended use of the proceeds from the Private
Placement, our need for additional capital to sustain our business,
general economic and market segment conditions, competitor activity,
technology changes and regulatory approvals. Such statements reflect the
current views of the Company with respect to future events and are
subject to certain risks and uncertainties and other risks detailed from
time-to-time in the Company’s ongoing filings with the securities
regulatory authorities, which filings can be found at www.sedar.com.
Actual results, events, and performance may differ materially. 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 securities 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 United States Securities Act of 1933, as amended (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.
