CALGARY, Alberta, Dec. 07, 2020 (GLOBE NEWSWIRE) — FluroTech Ltd. ( TSXV: TEST ) ( OTCQB: FLURF ), (“FluroTech” or “the Company”) is pleased to announce a non-brokered private placement of units (“Units”) for gross proceeds of up to $2,500,000 (the “Offering”), subject to TSX Venture Exchange (the “Exchange”) approval. The Offering shall consist of up to 18,518,519 Units at a price of $0.135 per Unit. Each Unit shall consist of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”), with each full Warrant entitling the holder to acquire one Common Share at a price of $0.22 per Common Share for a period of 12 months from the date of issuance; 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 Inc. 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.
Subject to the finders entering into a finder’s fee agreement with the Issuer, the Issuer intends to pay certain third parties: (i) a cash fee equal to 7% of the aggregate gross proceeds raised from subscribers introduced by such finder; and (ii) finder’s options in an amount to 7% of the aggregate number of Units subscribed for by subscribers introduced by such finder. The finder’s options shall have an exercise price of $0.15 and a twelve (12) month term.
The proceeds from the Offering are expected to be utilized as follows: (i) up to $2.4 million of the net proceeds shall be invested into FluroTest Systems Ltd., a company formed to develop and commercialize a pandemic defense system, of which FluroTech owns approximately 25% to fund approval and commercialization of its technology, and (ii) the remainder shall be used by the Company for general working capital.
The Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable securities law, including the exemption for Sales to Purchasers Advised by Investment Dealers contained in Alberta Securities Commission Rule 45-516 (the “Investment Dealer Exemption”) Subscribers purchasing Units under the Investment Dealer Exemption will need to represent in writing that they have obtained advice regarding the suitability of the investments and that advice is from a person or company registered in the applicable jurisdiction as an investment dealer. In accordance with the requirements of the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Offering may be closed in one or more tranches. There is no minimum subscription amount.
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 comprised of its CompleTest ™ platform technology and consumable testing kits. Its accuracy has been independently validated. FluroTech continues to develop additional applications for the CompleTest™ platform technology. To learn more, visit FluroTech.com
About FluroTest Systems L td.
Unlike firms developing individual tests for the detection of SARS-CoV2, FluroTest is developing a complete system for surge-scale testing of viruses and other pathogens to be deployed in environments where significant numbers of people need to be tested rapidly and frequently. By combining and leveraging the disciplines of robotics automation, biochemistry (antibody labeling and binding), fluorescence detection and cloud computing, FluroTest believes it is creating the first pandemic defense platform of its kind.
FluroTest is seeking additional capital in the near-term and will also be exploring strategic partnerships with manufacturing and distribution companies to advance the deployment of the patent pending platform it is developing. To learn more, visit FluroTest.com
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 th e 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 the proposed Offering, including the terms and timing thereof, the proposed use of proceeds from the Offering and, the need for financing of FluroTest in the near term and the formation of strategic partnerships for the deployment and distribution of the technology. The Company made certain material assumptions, including but not limited to prevailing market conditions and general business, economic, competitive, political and social uncertainties, as well as the ability to complete the Offering on the terms set forth herein in a timely manner and to obtain the regulatory approvals 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 complete the Offering on the terms set forth herein in a timely manner or at all, the risk that regulatory approvals will not be received and the risk that changing circumstances will result in the proceeds being used in a manner other than as set forth herein. 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 .