FluroTech formalizes ownership structure in FluroTest JV

FluroTech announced that FluroTest, LLC, a company in which the Company has an equity interest and which is developing a proprietary Pandemic Defense Platform as recently discussed in the Company's press release dated October 22, 2020, has completed an internal reorganization whereby each holder of a members interest in the LLC has transferred such interest to FluroTest Systems Ltd, a newly formed Alberta company, in exchange for Class A common shares of FluroTest, on a one for one basis. Following completion of such internal reorganization, LLC is now a wholly owned subsidiary of FluroTest, and the Company holds 25% of the issued and outstanding FluroTest Shares. The other shareholders of FluroTest are Turnberry Partners, L.P, who holds 47.5%, Alberta BioPhotonics Inc. who holds 22.5% and Albany Medical College who holds the remaining 5% of the FluroTest Shares. FluroTest and the Company have also entered into a letter of intent which contemplates that FluroTech may acquire the remaining FluroTest Shares, with the purchase price of such acquisition being satisfied by the issuance of common shares of the Company to the FluroTest shareholders on a one for one basis. The structure of the Proposed Transaction will be determined based upon legal, tax and regulatory advice. The Proposed Transaction is subject to a number of conditions, including without limitation, satisfactory due diligence, shareholder approval and TSXV and other regulatory approvals. The letter of intent will terminate in the event that the due diligence condition is not waived by the Company by April 30, 2021, if a definitive agreement is not entered into in respect of the Proposed Transaction by June 30, 2021 or by mutual agreement of the parties to the letter of intent. FluroTech has entered into an investment agreement with Alumina Partners Ltd., a subsidiary of New York-based private equity firm Alumina Partners LLC, for a draw-down equity facility of up to $4.0 million. The agreement provides for equity private placement offerings, to be conducted between the Company and Alumina, in draw down amounts at the sole discretion of the Company, of up to $250,000. Multiple tranches may be completed simultaneously with mutual agreement of the parties. Subject to the terms of the Agreement, Alumina will purchase up to $4 million of units of the Company, which each Unit consisting of one common share of the Company and one Common Share purchase warrant, at discounts ranging from 15% to 25% of the closing price of the Common Shares on the TSXV on the day prior to the Company's drawdown notice to Alumina. Each Offering shall occur at the option of the Company, through the 24-month term of the Agreement. The exercise price of the Warrants will be at a 25% premium over market price of the Shares, and will have a term of 60 months. Each Offering will be subject to TSX Venture Exchange approval. All securities will be subject to a statutory hold period that expires four months and one day from issuance. The Company intends to use the proceeds from the Offerings to subscribe for additional FluroTest Shares and for general working capital. FluroTest has advised the Company that it will use the proceeds from any such subscription to obtain the regulatory approvals, both in Canada and the United States, required by FluroTest in respect of the Platform and further the development and deployment of its testing device.