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TORONTO, March 20, 2023 /CNW/ - SQI Diagnostics Inc. ("SQI" or the "Company") (TSXV: SQD) (OTCQB: SQIDF), a leader in the science of lung health that develops and manufactures respiratory health and precision medicine tests, announces that the Company has received conditional acceptance from the TSX Venture Exchange (the "TSXV") for its previously announced issuance of 10,000,000 common share purchase warrants (the "Warrants") to Pivot Financial ("Pivot") in connection with the advance of an additional $500,000 by Pivot to the Company under the terms of an amending agreement (the "Amendment") to an existing secured credit facility (the "Credit Facility") with Pivot dated February 11, 2022, as amended from time to time.
Each Warrant is exercisable into one common share (each, a "Share") in the capital of the Company up until March 20, 2024 at an exercise price of $0.05 per Share. The Warrants and any Shares issued upon exercise of the Warrants will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities law.
The Company also clarifies that in connection with the Amendment, the Company has amended the terms of 16,705,767 existing stock options (the "Executive Options") held by certain executives of the Company by reducing the current exercise price of the Executive Options from their current exercise prices to $0.05 per share and amending the term of the Executive Options to March 9, 2028 (the "Option Amendments"). Prior to the implementation of the Option Amendments, the Executive Options had exercise prices ranging from $0.105 to $0.275 and expiration dates ranging from May 21, 2024 to August 26, 2030. The Option Amendments are subject to the final approval of the TSXV and the approval of disinterested shareholders of the Company pursuant to TSXV Policy 4.4, which approval will be sought by the Company at its next annual meeting of shareholders.
The Company is in the process of identifying potential new sources of financing that could be used to repay the Company's outstanding indebtedness under the Credit Facility; however, there can be no assurances as to whether it will be successful in doing so nor can there be certainty with respect to the terms of any such new financing or financings. The Company will announce additional details relating to any new financing or financings in due course in the event that it is successful in negotiating and entering into definitive documentation relating to same.
SQI Diagnostics are leaders in the science of lung health. We develop and manufacture respiratory health and precision medicine tests that run on SQI's fully automated systems. Our tests simplify and improve COVID-19 mobile PCR, Point of Care antigen testing and antibody monitoring, Rapid Acute Lung Injury testing, donor organ transplant informatics, and immunological protein and antibody testing. We're driven to create and market life-saving testing technologies that help more people in more places live longer, healthier lives. For more information, please visit www.sqidiagnostics.com.
Chief Financial Officer
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. 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, general economic and market factors, competition, the ability of the Company to repay its indebtedness under the Credit Facility and identify new viable sources of financing, the timing of TSXV and shareholder approval of the Option Amendments, the effects of recent and ongoing macroeconomic risks and uncertainties and potential related 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.
SOURCE SQI Diagnostics Inc.
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