FluroTech Announces Non-Brokered Private Placement of Units

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.