Calgary, Alberta, January 21, 2021 – FluroTech Ltd. (TSXV: TEST) (OTCQB: FLURF) (“FluroTech” or the “Company”), is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement (the Offering”). 15,644,844 Units were sold under the second tranche, which together with the 3,105,182 Units sold under the first tranche, resulted in an aggregate of 18,750,026 Units being issued pursuant to the Offering at a price of $0.135 per Unit, raising aggregate gross proceeds of $2.531 million.
Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.22 per share for a period of 12 months from the date such Warrant was issued; provided that, if the closing price of the Common Share (or the closing bid, if no sales were reported on a trading day) as quoted on the exchange on any 5 consecutive trading days is greater than $0.395 per Common Share, the Company may provide notice in writing to the holders of the Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 15th day after the date on which the Company issues such press release.
The proceeds from the Offering will be utilized for further investment into FluroTest Systems Ltd. (“FluroTest”) to develop and commercialize its rapid antigen testing and pandemic defense system, accelerating optimization work to prepare for clinical trials along with general working capital.
“With this additional investment from FluroTech, FluroTest now has the resources in place to pursue test verification and validation, and remain on track with our FDA submission preparation,” said Bill Phelan, CEO of FluroTest Systems Ltd. “For months now, I’ve been speaking with scores of C-suite executives across Covid-crippled industries to gain a comprehensive understanding about their mass testing requirements. I have connected with the airlines, major entertainment and ticketing companies, professional sports and stadium operators, universities, hospitals and many other businesses that cater to large volume crowds. They are desperate to reopen, but need to make the testing process for mass customers fast, safe and easy. We believe that FluroTest is positioned to address this need, and will be successful as it is purpose-built with both business and their customers’ needs in mind.”
“I would like to thank our existing shareholders who participated in the placement, as well as some new institutional investors who have been following our progress and like what they see,” said Danny Dalla-Longa, CEO at FluroTech. “Our momentum is building.”
In connection with the closing of the second tranche of the Offering, the Company paid a finder’s fee to eligible persons consisting of a cash payment in the aggregate amount of approximately $59,745.34 and the issuance of an aggregate of 442,557 finder’s options (“Finder’s Options”). Each Finder’s Option entitles the holder thereof to acquire one Common Share at a price of $0.15 per share for a period of 12 months from the date such Finder’s Option was issued.
The Common Shares, Warrants and Finder’s Options issued under the second Tranche of the Private Placement are subject to a hold period under applicable securities laws until May 22, 2021.
Investor Relations Agreement
The Company also announced it has entered into an investor relations agreement with MarketSmart Communications Inc. (“IR Agreement”) pursuant to which MarketSmart will provide investor relations (IR) services to FluroTech.
MarketSmart Communications is a Vancouver, British Columbia-based corporate communications service. They will provide investor communication services to their national and international network which they have curated since they began in 2002.
“The addition of the MarketSmart Communications team expands our ability to clearly and effectively communicate our progress with a much wider audience, and comes at an exciting and opportune time as we expand industry and regulatory efforts,” said Mr. Dalla-Longa.
Adrian Sydenham, president and a director of MarketSmart Communications, stated: “MarketSmart is thrilled to be awarded the FluroTech investor relations contract. With the Company completing a $2.5 million financing it is now armed with a healthy treasury to increase its investment in FluroTest and FluroTest’s high scalability rapid, point-of-care test, which potentially can help aid the economy’s recovery during the COVID-19 pandemic. The FluroTest technology could be a frequent testing solution to safely open to full capacity sports and concert venues, airlines and universities.”
Pursuant to the IR Agreement, MarketSmart will be paid $9,500 per month for six months, plus applicable taxes, and will be granted an incentive stock options to purchase 300,000 common shares of FluroTech at a price of $0.36 per share for a term of two years in accordance with the FluroTech’s stock option plan. The options will vest over 12 months, with ¼ of the options vesting every 3 months. MarketSmart and its principals will act at arm’s length to FluroTech and currently have no direct or indirect interest in the securities of FluroTech, or any right or intent to acquire such an interest, with the exception of the options. The IR Agreement and grant of the options are subject to the approval of the TSX Venture Exchange.
FluroTech’s proprietary spectroscopy-based technology allows for the testing and identification of organic and inorganic compounds contained within biological samples for specific applications. Using technology that was first developed at the University of Calgary, FluroTech has created a two-part solution consisting of its CompleTest™ platform technology and consumable testing kits. Its accuracy has been independently validated. FluroTech continues to develop additional applications for the CompleTestTM platform technology. To learn more, visit FluroTech.com
About FluroTest Systems Ltd
FluroTest, a first-mover in surge-scale rapid antigen testing for the detection of SARS-CoV2 and other pathogens, is developing a pandemic defense and economic recovery system purpose-built for businesses and special-needs populations requiring fast and highly efficient testing for significant numbers of people. Unlike individual or low-throughput tests, FluroTest’s system is designed to be well-suited for high-traffic, high-risk pandemic environments including schools and colleges, hospitals and large healthcare facilities, athletic stadiums and performance venues, airline and cruise ship terminals, corporate campuses, shopping centers, manufacturing facilities, transportation and distribution hubs, and other large business and retail locations. Created to support executive business continuity efforts, the system combines and leverages the disciplines of robotics automation, biochemistry, fluorescence detection and cloud computing — processing thousands of tests per hour while delivering accurate, digitally verifiable results to a test taker’s mobile device within 5 minutes. To learn more, visit FluroTest.com
Although FluroTest has achieved proof of concept prototype, the testing method and device is still in the early stages of research and development and accordingly FluroTest is not currently making any express or implied claims that the technology can, or will be able to, accurately detect the COVID-19 virus. The Platform is currently pending FDA approval.
Chief Executive Officer
MarketSmart Communications Inc.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold within the United States or to or for the benefit or account of U.S. persons, absent such registration or an applicable exemption from such registration requirements.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, technology or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about: (i) the Offering and the Company’s expected use of proceeds; (ii) the development of the test being developed by FluroTest, the benefits thereof and the market therefor; and (iii) the benefits of engaging MarketSmart to provide investor relations services to the Company. These statements and other forward-looking information are based on assumptions and estimates that the Company believes are appropriate and reasonable in the circumstances, including, without limitation, prevailing market conditions and general business, economic, competitive, political and social uncertainties, as well as the ability of FluroTest to develop and commercialize its technology in a timely manner and to obtain the regulatory approvals and financing required in connection with the same, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors described in the Corporation’s Annual Information Form under the heading “Risk Factors” and the failure to use the proceeds of the Offering as set out herein, the risk that competitors will develop a similar or superior testing platform, the technology not having the anticipated testing benefits, the inability of FluroTest to obtain the necessary regulatory approvals to market its technology, the inability of the Company to obtain financing to achieve its purpose on satisfactory terms or at all, the failure to form strategic partnerships necessary to deploy and distribute the technology and the failure to realize the anticipated benefits from engaging MarketSmart. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
Neither the 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 of this release