a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announced that holders of $1,950,000 principal amount of 10% secured non-convertible debentures of the Company maturing on January 30, 2020 (the “Debentures”) have agreed to extend the maturity date of the Debentures for a period of five years (the “Extension”). Holders of the Debentures have agreed that interest in the amount of $195,000 payable by the Company to them on the original maturity date shall be re-advanced to the Company on such date, and such amount shall increase the principal amount of the Debentures being extended from $1,950,000 to $2,145,000 (the “Advance”). Of this amount, an aggregate of $1,900,000 principal amount of Debentures held by certain insiders, who are also control persons of the Company, shall be extended, and interest in the amount of $190,000 shall be re-advanced to the Company by such insiders.
The Debentures were issued pursuant to a private placement of the Company completed in two tranches on January 30, 2015 and February 20, 2015 (the “2015 Placement”). The maturity dates of the Debentures will be extended from January 30, 2020 to January 30, 2025. The Debentures, as amended, continue to be secured by a general security agreement over all of the present and future assets of the Company, including intangibles, and continue to bear interest at a rate of 10% per annum on the principal amount outstanding.
In consideration for the Extension and the Advance, the Company has agreed to issue 4,116,667 common share purchase warrants (“Warrants”), of which an aggregate of 4,011,111 Warrants will be issued to the insiders described above. Each Warrant will entitle the holder to purchase one common share at a price of $0.09 for a period of five years from the date of issuance.
The Extension, the Advance and the issuances of Warrants to insiders 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 will rely 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 Extension and the issuance of the Warrants is subject to all necessary regulatory and stock exchange approvals. The Warrants will be subject to a hold period expiring June 1, 2020, in accordance with applicable Canadian securities law. In connection with the Extension with non-insiders of the Company, the Company will pay a commission in cash equal to 7% of the principal amount of Debentures being extended.
The Company did not file a material change report in respect of the related party transactions less than 21 days prior to Extension, which the Company deems reasonable in the circumstances so as to be able to extend the Debentures in an expeditious manner.
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.
Chief Executive Officer
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Vice President of Finance
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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 Extension, the Advance and the issuance of Warrants. 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.
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