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TORONTO, Aug. 17, 2018 /CNW/ - SQI Diagnostics Inc.
("SQI" or the "Company") (TSX-V: 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 20,955,001 units ("Units") of the Company
at a price of $0.15 per Unit for gross proceeds of approximately $3.14
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 $0.20 for a period of five years
from the date of issuance, subject to accelerated expiry in certain circumstances.
Insiders of the Company subscribed for an aggregate of 20,000,001 Units for gross proceeds of $3,000,000 under the Private Placement. The issuances of Units to 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 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.
As previously announced, three insiders of the Company have each become a "control person" of the Company pursuant to the
policies of the TSX Venture Exchange as a result of the closing of the first tranche of the Private Placement. Shareholders of
the Company approved the creation of the new control persons at the Company's annual and special meeting of shareholders held on
December 18, 2017.
As previously announced, the Company intends to complete the second tranche of the Private Placement on or about August 24, 2018 by issuing up to an additional 5,711,666 Units at a price of $0.15 per Unit, for additional gross proceeds of up to approximately $860
thousand.
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 are subject to a four month and one day hold period expiring December 18, 2018, in accordance with applicable Canadian securities laws.
SQI intends to use the net proceeds of the Private Placement to fund the Company's product commercialization and manufacturing
programs, for sales and marketing and for general working capital purposes.
The Company did not file a material change report in respect of the related party transactions less than 21 days prior to the
closing of the Private Placement, which the Company deemed 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.
Contact:
Chief Executive Officer
Andrew Morris
416.674.9500 ext. 229
amorris@sqidiagnostics.com
Vice President of Finance
Patricia Lie
416.674.9500 ext. 277
plie@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 use of proceeds of the Private Placement and the completion of the second
tranche of the Private Placement. These forward-looking statements involve risks and uncertainties including, but not limited to
risks related to the failure to obtain necessary regulatory and stock exchange approvals, general economic and market segment
conditions, and international risk and currency exchange risks, agreements and future agreements to sell our products, the
success of our Diagnostic Tools and Services business and our intent to build near-term revenue streams from this business, the
successful regulatory filing and receipt of regulatory approvals for our later stage quantitative diagnostic kits, the
acceleration of our revenue ramp, 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
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.
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