TSX Venture Exchange Symbol: SQD
TORONTO, May 3 /CNW/ - SQI Diagnostics Inc. (TSX-Venture: SQD), a medical
systems automation company focused on evolving laboratory-based biomarker
testing, is pleased to announce that it has completed its qualifying
transaction with umedik, Inc. ("umedik") originally announced by press
releases dated June 14, 2006, December 6, 2006 and March 6, 2007 (the
"Qualifying Transaction"). As such, umedik is now a wholly owned subsidiary of
SQI and SQI, which is no longer a Capital Pool Company ("CPC"), will carry on
the businesses of umedik. As at the opening of trading on May 4, 2007, SQI's
trading symbol will change to "SQD".
On April 20, 2007, and prior to the Qualifying Transaction, the Company
filed articles of amendment (the "Articles") that amended the Company's name
from Emblem Capital Inc. to SQI Diagnostics Inc. The Articles also
consolidated the common shares in the capital stock of the Company on a 1:6
basis being one (1) post-consolidated common share for every six (6)
pre-consolidated common shares in the capital stock of the Company. Also, on
April 20, 2007, umedik amalgamated with 6701914 Canada Inc., a wholly owned
subsidiary of SQI.
Upon completion of the Qualifying Transaction, SQI now has the following
securities issued and outstanding, as more fully detailed below:Shares issued and outstanding: 16,052,650
Warrants issued and outstanding: 1,794,190
Options issued and outstanding: 1,750,033
Fully Diluted: 19,596,873For full disclosure regarding the Qualifying Transaction and the business
of umedik, please refer to SQI's information circular (the "Information
Circular") dated February 27, 2007, a copy of which can be accessed through
SQI's profile on SEDAR (www.sedar.com).
The Qualifying Transaction
Pursuant to the terms of an amalgamation agreement dated February 23,
2007 (the "Amalgamation Agreement"), SQI agreed to acquire all of the issued
and outstanding securities in the capital of umedik in exchange for 14,719,314
common shares of SQI. In addition, the Company issued the following
replacement warrants and options:- an aggregate of 344,004 SQI broker warrants in exchange for 206,398
umedik broker warrants, with each SQI broker warrant entitling the
holder thereof to acquire one common share in SQI at an exercise
price of $1.20 per share for a period of 24 moths after April 26,
2006;
- 20,834 SQI sponsor warrants, with each SQI sponsor warrant entitling
the holder thereof to acquire one common share in SQI at an exercise
price of $1.20 per share for a period of 24 months after April 26,
2006;
- an aggregate of 1,076,867 SQI debenture warrants in exchange for
646,107 umedik debenture warrants, with each SQI debenture warrants
entitling the holders thereof to acquire one common share in SQI at
an exercise price of $0.60 per share for a period of 24 months after
April 26, 2006;
- an aggregate of 352,485 SQI warrants in exchange for 211,487 umedik
warrants, with each SQI warrant entitling the holders thereof to
acquire on common share in SQI at exercise prices ranging from $0.10
to $2.50 and have expiry dates ranging from 6 months to 36 months
from April 26, 2007; and
- an aggregate of 1,616,699 SQI options in exchange for 970,000 umedik
options, with each SQI option entitling the holder thereof to acquire
on common share in SQI at exercise prices ranging from $0.13 to $1.68
and have expiry dates ranging from December 16, 2008 to June 219,
2011.In accordance with the policies of the TSX Venture Exchange, a total of
7,799,323 common shares are subject to a Tier 2 Value Security Escrow
Agreement (the "Escrow Agreement"). The Escrow Agreement provides for staged
releases over a period of three (3) years. In addition, an aggregate of
222,223 common shares are subject to restrictions on resale on similar terms
as the Escrow Agreement.
In preparing the information circular approving the Qualifying
Transaction, the Company stated that Dr. Peter Lea was to hold 2,335,880
common shares of SQI. In fact, Dr. Lea holds 1,666,700 common shares of SQI.
The inadvertent error was attributed to the Company's belief that certain
securities of umedik were under the direct or indirect control of Dr. Lea when
this was not in fact the case.
As further disclosed in the Information Circular, in conjunction with the
closing of the Qualifying Transaction, the following individuals have been
appointed as the directors and officers of SQI:Name Position(s)
--------------------- -------------------------------------------------
Claude Ricks President, Chief Executive Officer and Director
Dr. Peter Lea Chief Science Officer and Director
Andrew Morris Chief Financial Officer
Eric Schneider Director
Saied Nadjafi Director
David Williams DirectorAbout SQI Diagnostics
SQI Diagnostics is a medical systems automation company focused on
evolving laboratory-based biomarker testing. Using automation and proprietary
miniaturization technologies, SQI Diagnostics significantly improves the
economies of scale for laboratories performing multiple biomarker testing at
high volumes, allowing them to deliver patient results faster using less labor
and fewer resources. SQI Diagnostics' initial products target the $1.4 billion
autoimmune disease market, with initial products for Rheumatoid Arthritis and
Thrombosis scheduled for launch in 2007. SQI Diagnostics is based in Toronto,
Canada. SQI Diagnostics is based in Toronto, Canada. For further information
please visit www.umedik.com.
Certain information in this press release is based on beliefs and
assumptions of the Company's senior management and information currently
available to it that may constitute forward-looking information within the
meaning of securities laws. Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks and
uncertainties. Actual results, events, and performance may differ materially.
Readers are cautioned not to place undue reliance on these forward-looking
statements.The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.%SEDAR: 00021000E
For further information: Chief Financial Officer, Andrew Morris, (416)
674-9500 ext. 229, amorris@umedik.com; Investor Relations, James Smith, (416)
815-0700 ext. 229, jsmith@equicomgroup.com
