Kneat Announces Overnight Marketed Equity Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

HALIFAX, Feb 7, 2019 /CNW/ - kneat.com, inc. (TSXV: KSI) ("Kneat") is pleased to announce that, in connection with its previously announced overnight marketed offering, it has entered into an underwriting agreement with a syndicate of underwriters led by Cormark Securities Inc., and including Echelon Wealth Partners Inc. and Mackie Research Capital Corporation (collectively, the "Underwriters"), to sell 5,250,000 Common Shares of the Company ("Securities") at a price of $1.05 per Security for aggregate gross proceeds of $5,512,500 the "Offering").

Kneat will shortly file an amended and restated preliminary short form prospectus with the securities commissions in all of the provinces of Canada, other than Québec, to reflect the terms of the Offering.

Kneat has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 787,500 of Securities on the same terms as the Offering, exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

In addition, the Company intends to complete a concurrent non-brokered private placement of 1,904,762 Securities at the Offering Price to certain shareholders for aggregate gross proceeds of $2,000,000 (the "Concurrent Private Placement"). The Securities issuable pursuant to the Concurrent Private Placement will be on the same terms as those issuable pursuant to the Offering, except that they will be subject to a statutory four month hold period in accordance with applicable securities laws.

Closing of the Offering and Concurrent Private Placement is expected to occur on or about February 20, 2019 and is subject to regulatory approval, including that of the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering and Concurrent Private Placement for growth initiatives, working capital and general corporate purposes.

The Securities to be issued under the Offering will be offered by way of a short form prospectus in each of the provinces of Canada, other than the provinces of Québec and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Kneat

Kneat develops and markets the next generation Kneat Gx software platform. Multiple business processes can be configured on the platform from equipment to computer system validation, through to quality document management. Kneat's software allows users to author, review, approve, execute testing online, manage any exceptions and post approve final deliverables in a controlled FDA 21 CFR Part 11/ Eudralex Annex 11 compliant platform. Macro and micro report dashboards enable powerful oversight into all systems, projects and processes worldwide. Customer case studies are reporting productivity improvements in excess of 100% and a higher data integrity and compliance standard. For more information visit www.kneat.com.

Cautionary and Forward-Looking Statements

Except for the statements of historical fact contained herein, certain information presented herein constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Such forward-looking information includes, but is not limited to, information relating to the proposed Offering, the Concurrent Private Placement and use of proceeds. While such forward-looking statements are expressed by Kneat, as stated in this release, in good faith and believed by Kneat to have a reasonable basis, they are subject to important risks and uncertainties. As a result of these risks and uncertainties, the events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Kneat does not undertake any obligation to release publicly revisions to any forward-looking statement, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at an investors' own risk.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE kneat.com, inc.

Sarah Oliver, Chief Financial Officer, kneat.com, inc., 2001-1969 Upper Water Street, Halifax, NS, B3J 3R7, T: [phone], E: [email protected]