LexaGene Announces C$1.95 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BEVERLY, Mass. – Mar 13, 2019 – LexaGene Holdings Inc. (OTCQB: LXXGF; TSX-V: LXG) (the“Company”), a biotechnology company that develops genetic analyzers for pathogen detection and other molecular markers, announced today that, subject to acceptance by the Exchange, it intends to complete a non-brokered private placement of up to 3,000,000 units of LexaGene (the “Units”) at an issue price of CDN $0.65 per Unit, for gross proceeds of up to CDN $1,950,000 (the “Private Placement”). Each Unit is comprised of one common share in the capital of LexaGene (the “LexaGene Shares”) and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to purchase one additional LexaGene Share at an exercise price of CDN $0.85 for a period of 15 months from the date of issuance of the Units.
Each whole Warrant will entitle the Subscriber to purchase a Warrant Share at a price of $0.85 for a period of fifteen (15) months following the Closing Date, subject to an accelerated expiry in circumstances where, at any time commencing two (2) months from the date the Warrants are issued, if for the preceding five (5) consecutive trading days, the daily volume weighted average trading price of the issuer’s shares is greater than CDN$1.10, in which case the Issuer may accelerate the expiry date of the warrants by giving notice to the holders thereof and in such case the Warrants will expire on the
30th calendar day after the date of such notice.
The net proceeds from the Private Placement are intended to fund beta development of the Company’s LX Analyzer and related corporate activities involved in marketing its technology to the food safety and veterinary diagnostics industries. Finder’s fees may be payable on all or portions of the Private Placement, in accordance with the policies of the Exchange.
The Private Placement will be conducted under available exemptions from the prospectus requirements of applicable securities legislation and participation in the Private Placement will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with the provisions of Multilateral CSA Notice 45-313 and BC Instrument 45- 354 (the “Existing Shareholder Exemption”). The Company has set March 12, 2019 as the record date for the purpose of determining shareholders entitled to participate in the Private Placement in reliance on the Existing Shareholder Exemption. Qualifying shareholders who wish to participate in the Private Placement should contact the Company at the contact information set forth below. If the Private Placement is over-subscribed for, Units will be allocated pro-rata amongst all subscribers. In addition to conducting the Private Placement pursuant to the Existing Shareholder Exemption, the Private Placement will also be conducted pursuant to other available prospectus exemptions. Insiders may participate in the Private Placement.
In addition to the Existing Shareholder Exemption and other available prospectus exemptions, a portion or all of the offering may be completed pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA45-318”) and the corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. There is no material fact or material change of the Company that has not been generally disclosed.
All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Private Placement. Completion of the Private Placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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About LexaGene Holdings Inc.
LexaGene is a biotechnology company commercializing the very first easy-to-use, fully automated, genetic analyzer that is open-access. The open-access feature empowers end-users to target any genetic sequence of interest, whether of pathogen or human origin. To take advantage of the open- access feature, end-users simply need to load their own real-time PCR assays onto the instrument to customize their tests or run validated assays the company is developing. LexaGene’s analyzers offer excellent sensitivity, specificity, and breadth of pathogen detection while returning results in about 1 hour. The company expects to sell its technology in the food safety and veterinary diagnostics markets, as well as to markets that need easy-to-use customized testing such as biotechnology and pharmaceutical companies, academia, and institutions performing water quality monitoring, aquaculture pathogen surveillance, and others.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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 or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors — including the availability of funds, the results of financing efforts, the success of technology development efforts, the cost to procure critical parts, performance of the instrument, market acceptance of the technology, regulatory acceptance, and licensing issues — that could cause actual results to differ materially from the Company’s expectations as disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.