announces that it will be offering rights (the “Rights”) to holders (the “Shareholders”) of its common shares (the “Common Shares”) of record on July 21, 2016 (the “Record Date”), on the basis of one Right for each six (6) Common Shares held (the “Rights Offering”). Each Right will entitle the holder thereof to subscribe for one Common Share upon payment of the subscription price of $0.27 per Common Share until 4:00 p.m. (Toronto time) on August 16, 2016 (the “Expiry Time”). The Rights Offering will be conducted only in the provinces and territories of Canada (the “Eligible Jurisdictions”). Accordingly, and subject to the detailed provisions of SQI’s rights offering circular in respect of the Rights Offering (the “Circular”), Rights will not be delivered to, nor will they be exercisable by, persons resident outside the Eligible Jurisdictions.
Shareholders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other holders of Rights prior to the Expiry Time. The Company has applied to the TSX Venture Exchange for a waiver of its requirement of list the rights.
In connection with the Rights Offering, SQI has entered into a stand-by purchase agreement (the “Stand-By Agreement”) with certain insiders (the “Stand-By Purchasers”) who together currently own, directly or indirectly, or exercise control or direction over, approximately 43.19% of SQI’s Common Shares. Under the Stand-By Purchase Agreement, the Stand-By Purchasers have agreed to subscribe for, and the Company has agreed to issue, all common shares offered under the Rights Offering that are not otherwise purchased by Shareholders. The Stand-By Purchase Agreement was approved by the independent directors of SQI.
There are currently 69,347,003 Common Shares issued and outstanding. Assuming the exercise of all Rights or the entire take-up of the stand-by commitment, the Rights Offering will raise net proceeds of approximately $3,060,615, after deducting estimated expenses of the Rights Offering of approximately $60,000. SQI intends to use the net proceeds of the Rights Offering to fund the Company’s product commercialization programs, sales and marketing and for general working capital purposes.
Complete details of the Rights Offering will be set out in the Circular and the rights offering notice (the “Notice”), which will be available under the Company’s profile at www.sedar.com. The Notice and accompanying rights certificate (the “Rights Certificate”) will be mailed to each eligible registered Shareholder (the “Registered Shareholder”) as at the Record Date. Registered Shareholders who wish to exercise their Rights must complete and forward the Rights Certificate, together with applicable funds, to Computershare Investor Services Inc., the depositary for the Rights Offering, on or before the Expiry Time. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
About SQI Diagnostics
SQI Diagnostics is a life sciences and diagnostics company that develops clinical grade multiplexed microarray and molecular assays run on its automated instrumentation for the pharmaceutical research, animal health, and clinical diagnostics markets. SQI develops custom research and diagnostic assays that are multiplexed; meaning the simplification, consolidation and automation of many individual tests into one. This increases sample throughput, reduces time, cost and chance for human error, and provides excellent data quality. For more information, please visit sqidiagnostics.com.
Investor Relations Contact:
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416.674.9500 ext. 277
This press release contains certain statements including, without limitation, the words “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “believe”, “in the process”, “benefits”, “leading to”, “position” “possible”, “is subject to” and other similar expressions which may constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectations and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements involve risks and uncertainties including, but not limited to: our expectations regarding the estimated costs of the Offering and the net proceeds to be available upon completion of the Offering; the use of proceeds from the Offering; the listing of the Common Shares on the TSXV; the potential shareholdings of the Stand-By Purchasers following closing of the Offering, our ability to market and sell our products including our novel multiplexing technologies and detection platforms; our ability to maintain any technical or product advantages; 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 consumable kits; adverse changes in general economic conditions; international risk and currency exchange fluctuations; competitor activity; technology changes; regulatory approvals and the impact of healthcare reform legislation; and, SQI's ability to raise additional funds in the future.
Such statements, risks and uncertainties are detailed in the Company’s ongoing filings with the securities regulatory authorities, and are available to the public at www.sedar.com. 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.
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.