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. 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. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
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Persons"), except in compliance with the registration requirements of the U.S. persons", as such term is defined in Regulation S promulgated under 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. 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. The Debentures 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 Offering is subject to all necessary regulatory and approvals, including the final approval of the TSX Venture Exchange. Further details will be provided in the Company's material change report to be filed on SEDAR.
SQI relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(f) of MI 61-101 in respect of such insider participation. The issuances of Debentures to insiders pursuant to the Offering are considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The Debentures were purchased by three insiders of the Company, who are control persons of the Company.
SQI intends to use the net proceeds of the Offering to fund the Company's product commercialization and manufacturing programs, sales and marketing and for general working capital purposes. At any time prior to the first anniversary of Offering, the Company may redeem the Debentures, in whole or in part, at a price equal to 105% of the aggregate amount of indebtedness under the Debentures that the Company elects to redeem and at any time following the first anniversary of the Offering, the Company may redeem the Debentures, in whole or in part, at a price equal to 110% of the aggregate amount of indebtedness under the Debentures that the Company elects to redeem. In connection with the Offering, the Company amended its existing security agreement (the " Security Agreement") dated January 30, 2015, as supplemented and amended from time to time, entered into among the Company and certain holders of existing 10% secured debentures (the " Existing Debentures") of the Company in order to secure the obligations of the Company under the Debentures on the same priority as the Existing Debentures.
The Debentures will bear interest at a rate of 8% per annum and will mature two years from the date of issuance (the " Maturity Date"). ("SQI" or the "Company") (TSXV: SQD) (OTCQB: SQIDF), a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announces that it has completed a non-brokered private placement (the " Offering") of secured debentures at a price of $1,000 per Debenture for aggregate gross proceeds of $4.05 million (collectively, the " Debentures"). TORONTO, J/PRNewswire/ - SQI Diagnostics Inc. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/