FluroTech Announces Early Warrant Exercise Incentive Program

FluroTech Ltd.
·6 min read

CALGARY, Alberta, April 12, 2021 (GLOBE NEWSWIRE) -- FluroTech Ltd. (TSXV: TEST) (OTCQB: FLURF) ("FluroTech" or the "Company"), a leading developer of spectroscopy-based technology, is pleased to announce it has received conditional approval from the TSX Venture Exchange (the "Exchange") to commence an Early Warrant Exercise Incentive Program ("EWEIP") intended to encourage the early exercise of up to 18,550,000 Warrants (as defined and described below).

In January of 2021, FluroTech closed, in two tranches, a non-brokered private placement of units ("Units"), for aggregate gross proceeds of $2,531,000. Each Unit comprised one common share in the capital of FluroTech ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.22 per share for a period of 12 months from the date such Warrant was issued; provided that, if the closing price of the Common Shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Exchange on any five consecutive trading days is greater than $0.395 per Common Share, FluroTech 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 FluroTech issues such press release (the "Early Acceleration"). FluroTech has had the ability to trigger the Early Acceleration since the end of January 2021, but is opting to pursue a voluntary implementation of the EWEIP in an effort to recognize shareholder loyalty.

In order to encourage the early exercise of Warrants, the Company has commenced the EWEIP to enable the holders to receive Incentive Warrants (as defined and described below) for each Warrant exercised prior to May 7, 2021 (the "New Warrant Expiry Date") at the price of $0.22 per Warrant.

Under the EWEIP, if the Warrants are exercised prior to the expiry of the New Warrant Expiry Date, the exercising Warrant holder will receive:

(a) one-half of one Common Share purchase warrant exercisable for a period of 6 months, at an exercise price per warrant equal to the Market Price (as defined in Exchange policies) on the day prior to this press release, being $0.44; and

(b) one-half of one Common Share purchase warrant exercisable for a period of 12 months, at an exercise price of $1.20 per warrant (collectively, the "Incentive Warrants").

To be eligible to participate in the EWEIP, the holder of Warrants must deliver the following documents to FluroTech on or prior to 4:00 p.m. (MST) by the end of business on May 7, 2021:

(a)

a duly completed and executed subscription form;

(b)

the original certificate representing the Warrants being exercised;

(c)

the applicable aggregate exercise price payable to FluroTech by way of certified cheque, money order, bank draft, or wire transfer; and

(d)

a duly completed and executed accredited investor certificate, in such form as satisfactory to FluroTech, or other evidence satisfactory to FluroTech that the distribution of Incentive Warrants to such holder would be exempt from prospectus requirements under applicable securities laws.

If a Warrant holder chooses not to exercise their Warrants by the New Warrant Expiry Date, the applicable Warrants will continue to be exercisable for common shares on the same terms that previously existed.

The proceeds from the exercise of Warrants under the EWEIP will be used to advance the business of FluroTech, obtain required regulatory approvals and for general corporate purposes.

About FluroTech (TSXV: TEST) (OTCQB: FLURF)

The goal of FluroTech's research and technology is to develop detection methods which are sensitive, specific and easy-to-use. By combining FluroTech's proprietary spectroscopy-based technology with laboratory robotics automation and cloud computing, FluroTech, through the application of its technology and investment in FluroTest Systems Ltd. ("FluroTest"), the interests in which have been disclosed in previous press releases, has created a unique solution addressing the current and future pandemics. Using technology that was first developed at the University of Calgary, the FluroTest SARS-CoV-2 test is designed to identify patients with active virus infection; this is not necessarily the case for most of the currently approved tests that are meant to identify patients with SARS-CoV-2 nucleic acid.

About FluroTest Systems Ltd.

FluroTest, a first-mover in surge-scale rapid antigen testing for the detection of SARS-CoV2 and other pathogens, is developing a pandemic defense and economic recovery system purpose-built for businesses and special-needs populations requiring fast and highly accurate testing for significant numbers of people. Unlike individual or low-throughput tests, FluroTest's system is designed to be well-suited for high-traffic, high-risk pandemic environments including schools and colleges, hospitals and large healthcare facilities, athletic stadiums and performance venues, airline and cruise ship terminals, corporate campuses, shopping centers, manufacturing facilities, transportation and distribution hubs and other large business and retail locations. Created to support executive business continuity efforts, the system combines and leverages the disciplines of robotics automation, biochemistry, fluorescence detection and cloud computing -- processing thousands of tests per hour while delivering accurate, digitally verifiable results to a test taker's mobile device within 5 minutes. To learn more, visit FluroTest.com

For all investor inquiries:

MarketSmart Communications Inc.

1-877-261-4466

Info@marketsmart.ca


For general inquiries:

FluroTech Ltd.

Danny Dalla-Longa, CEO

info@flurotest.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, technology or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the terms of the EWEIP which remains subject to applicable approvals, the use of proceeds from the exercise of Warrants under the EWEIP, the ability of the Company's testing devices to accurately and quickly detect COVID-19 and to process large numbers of samples in short time frames and the benefits of and demand for the Company's testing devices.

The Company made certain material assumptions, including but not limited to prevailing market conditions and general business, economic, competitive, political and social uncertainties, the ability to obtain TSXV and applicable approvals, the demand for its COVID-19 testing devices and their ability to perform as expected, and the ability to obtain the regulatory approvals required in connection with the same, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.