SQI Enters Definitive Agreement to Acquire Precision Biomonitoring’s Human Diagnostic Testing Business

SQI ENTERS DEFINITIVE AGREEMENT TO ACQUIRE PRECISION BIOMONITORING’S HUMAN DIAGNOSTIC TESTING BUSINESS TORONTO, ON, January 10, 2022 – 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, is pleased to announce that it has signed a definitive agreement (the “Definitive Agreement”) to acquire, through its wholly-owned subsidiary, SQI Diagnostics Systems Inc. (“SQI Diagnostics”), substantially all of the assets (the “Transaction”) underlying Precision Biomonitoring Inc.’s (“PBI”) human diagnostic COVID-19 PCR testing business and its TripleLock™ molecular diagnostic testing technology (together, the “Business”) for aggregate cash and share consideration of $6,825,000.

Completion of the Transaction is subject to customary conditions including, but not limited to, the completion of satisfactory due diligence and the approval of the TSX Venture Exchange Inc. (“TSXV”). Closing of the Transaction is anticipated on or before February 14, 2022.

“PBI is an industry leader in the molecular detection of organisms. We believe that the PBI team have done an outstanding job of building a human PCR testing business that nimbly and effectively brings innovative testing solutions to market,” said Andrew Morris, President and CEO of SQI Diagnostics. “We’re looking forward to continue serving their customers, integrating their commercially and clinically successful team into our SQI family, and making our EXACT COVID-19 antibody test available to those same customers, once approved.”


Transaction Highlights
• The Transaction is expected to be immediately beneficial to SQI with the acquisition of positive net cash flows of the Business with effect from January 10, 2022. The Business unit recorded gross revenue of approximately $4,500,000 (unaudited) for the quarter ended September 30, 2021, with an effective operating margin of over 40% (unaudited). • The Business gives SQI a self-contained and mobile COVID-19 PCR human testing business line that is being used for on-site employee screening in the media, entertainment, mining, hospitality and travel sectors.

• SQI acquires exclusive Canadian distribution of Biomeme Inc.’s mobile SARS-CoV-2 real-time RT-PCR Test products for human use, which are molecular COVID-19 PCR testing kits, and are approved by Health Canada under an Interim Order. The SARS-CoV-2 real-time RT-PCR Test products detect all significant variants of COVID19, including the Omicron variant.

• SQI acquires exclusive Canadian distribution of Biomeme’s Rapid Mobile Testing devices for human use — specifically the “Franklin” portable test reader – which gives results in less than an hour and is also approved by Health Canada under an Interim Order.

• SQI aqcuires TripleLocKTM SARS-CoV-2 RT-qPCR Technology, which includes rapid, point-of-care testing systems and kits, and lab-based diagnostic RT-qPCR testing systems that can give accurate results for 9 to 96 samples in just 60 minutes. The lab-based TripleLock SARS-CoV-2 RT-qPCR is approved by Health Canada under an Interim Order. The SARS-CoV-2 real-time RT-PCR Test products detect all significant variants of COVID19, including the Omicron variant.

• SQI acquires exclusive Canadian distribution of Biomeme Inc.’s mobile SARS-CoV-2 real-time RT-PCR Test products for human use, which are molecular COVID-19 PCR testing kits, and are approved by Health Canada under an Interim Order. The SARS-CoV-2 real-time RT-PCR Test products detect all significant variants of COVID19, including the Omicron variant.

• SQI aqcuires TripleLocKTM SARS-CoV-2 RT-qPCR Technology, which includes rapid, point-of- care testing systems and kits, and lab-based diagnostic RT-qPCR testing systems that can give accurate results for 9 to 96 samples in just 60 minutes. The lab-based TripleLock SARS-CoV-2 RT-qPCR is approved by Health Canada under an Interim Order.


• Certain employees of the Business are anticipated to join SQI concurrently with the completion of the Transaction to continue operating the Business unit.

“Now that the Omicron variant is spiking worldwide, rapid testing technologies are becoming an increasingly important and in-demand tool to help contain the spread of COVID and save lives,” said Morris. “SQI, as a growing commercial entity and emerging leader in this space, has a duty and an opportunity to get these products to market and into the hands of the people who urgently need them.”


Transaction Particulars
Under the terms of the Definitive Agreement, SQI Diagnostics will purchase substantially all of the assets underlying the Business for a total aggregate purchase price of $6,825,000 (the “Purchase Price”) consisting of cash in the amount of $6,145,000, and 4,171,779 common shares in the capital of the Company (the “Consideration Shares”) at a deemed price of $0.163 per share with a value of $680,000. The Consideration Shares will be subject to a statutory four-month hold period from the closing date. The Business assets consist primarily of intangible assets and goodwill. The Company is not acquiring any long term debt or working capital under the Transaction. On the closing date, the Company will also be purchasing from PBI certain remaining inventory. Upon closing of the Transaction, SQI will continue to carry on the Business.


The terms of the Transaction were negotiated at arm’s length. The Transaction will constitute a Fundamental Acquisition under TSXV Policy 5.3 and as such it will require TSXV approval. As the Transaction is arm’s length and there is not expected to be any new control persons created, it is not expected that shareholders of SQI will be required to approve the Transaction. Trading of SQI’s common shares on the TSXV has been halted until the earlier of satisfactory review of the proposed Transaction by the TSXV, or the closing of the Transaction.


In connection with the Transaction, SQI expects to complete a financing in order to satisfy the cash portion of the Purchase Price and the acquisition of certain Business inventory.


Further details will follow in subsequent news releases.

About Precision Biomonitoring Precision

Biomonitoring Inc. was founded in 2016 by a team of scientists from the Biodiversity Institute of Ontario at The University of Guelph. By 2017 PBI had begun providing an innovative, portable and proprietary TripleLock™ environmental DNA (eDNA) surveillance solution to the environmental consulting market, enabling early and rapid detection of organisms on site. In 2020, responding to the emerging global COVID pandemic, PBI established a human diagnostics division and applied their expertise in genetic testing to develop the TripleLock™ SARS-CoV-2 (COVID) qPCR testing platform, approved by Health Canada and the EU and commercially available for laboratory testing in Canada. To compliment this highly specific and sensitive lab-based test, PBI partnered with their eDNA collaborator Biomeme, becoming the exclusive Canadian distributor of Biomeme’s mobile SARS-CoV-2 Real-Time PCR test and rapid mobile detection platform. The SARS-CoV-2 portfolio was further expanded with distributorship of the Quidel SARS-CoV-2 Antigen Fluorescent Immunoassay (FIA) and Sofia analyzer. Today PBI is at the forefront of technological innovations in the genomics industry, with a vision of a world where we can identify any organism on the spot, in an instant, anywhere on the planet.

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:

Morlan Reddock

Chief Financial Officer

437-235-6563

mreddock@sqidiagnostics.com


CAUTIONARY NOTES
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, assumptions and beliefs, 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 terms of the Transaction and the financing, the anticipated benefits of the Transaction to the Company, the anticipated closing of the Transaction and the financing, and the use of proceeds of the financing, the approval of the TSXV, among others. These forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, risks related to the failure to obtain necessary regulator and TSXV approvals for the Transaction and the financing, if applicable, general economic and market factors, competition, the ability of the Company to integrate the Business into its existing operations, the effect of the global pandemic and consequent economic disruption, and the factors detailed in the Company’s ongoing filings with the securities regulatory authorities, available at www.sedar.com. Although forward-looking statements contained herein are based on what management considers to be reasonable assumptions based on currently available information, there can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and our assumptions may prove to be incorrect. 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 press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company 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 except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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