THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES.Toronto, OntarioApril 4, 2014SQI Diagnostics Inc. (“SQI” or the “Company”) (TSX-V: SQD),
a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announced it has filed a final short form prospectus relating to its previously announced public offering (“Offering”). Pursuant to the Offering, SQI will issue a minimum of 8,000,000 units of the Company (“Units”) at a price of C$0.50 per Unit for minimum aggregate gross proceeds of C$4.0 million. Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant is exercisable at a price of C$0.65 and entitles the holder thereof to acquire one Common Share for a period of two years following the closing of the Offering.
The Company has entered into an agency agreement with Euro Pacific Canada Inc. (the “Agent”) in respect of sales under the Offering. The Agent has formed a selling group comprised of H.C. Wainwright & Co., LLC and Kingsdale Capital Markets Inc. H.C. Wainwright & Co., LLC is acting as lead U.S. placement agent.
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. A copy of the final short form prospectus, which contains important information relating to the Offering, is available on SEDAR (www.sedar.com).
Subject to satisfying customary terms and conditions contained in the agency agreement, the Company expects that the closing of the Offering will occur on or about April 10, 2014.
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 and 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.
Investor Relations Contact:
Chief Executive Officer
Andrew Morris
416.674.9500 ext. 229
amorris@sqidiagnostics.com
VP Corporate Development
James Smith
416.674.9500 ext. 241
jsmith@sqidiagnostics.com
Forward-looking Information
This news release contains certain forward-looking statements, including, without limitation, statements containing the words “will”, “expects”, “intends” 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 use of proceeds of the offering and the completion of the proposed offering, which may not be completed. These forward-looking statements involve risks and uncertainties including, but not limited to risks related to market conditions for the Offering, the failure to obtain necessary regulatory approvals, general economic and market segment conditions, and international risk and currency exchange, 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.
