/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH
U.S. NEWSWIRE SERVICES/
TORONTO, Oct. 20, 2020 /CNW/ - StageZero Life Sciences
Ltd. (TSX:SZLS) ("StageZero", or the "Company")
announces that its previously-announced marketed offering (the
"Offering") of units of the Company (the "Units")
will consist of a minimum of 6,410,300 Units and a maximum of
12,820,600 Units for gross proceeds of a minimum of
approximately C$5 million and maximum
of approximately C$10 million. In
respect of the foregoing, StageZero will file today an amended and
restated preliminary short form prospectus (the "Amended and
Restated Preliminary Prospectus"), to amend and restate the
preliminary short form prospectus dated October 19, 2020.
Each Unit will be offered at a price of $0.78 per Unit (the "Offering Price")
and will be comprised of one common share of the Company (a
"Common Share") and one-half of one common share
purchase warrant (a "Warrant"). Each Warrant will entitle
the holder thereof to purchase one Common Share at an exercise
price of $1.10 for a period of
36 months following the first closing date of the Offering.
The Offering will be made in the provinces of British Columbia, Alberta, Saskatchewan and Ontario (the "Canadian Jurisdictions")
on a "best efforts" agency basis by Echelon Wealth Partners Inc.
and Clarus Securities Inc. (collectively, the "Agents") as
co-lead Agents and joint bookrunners. The Company has also agreed
to grant to the Agents an over-allotment option to sell up to an
additional 15% of the number of Units, or their constituent Common
Shares or Warrants, offered in the Offering, so long as the
aggregate number of additional Units, Common Shares or Warrants, as
the case may be, does not exceed 15% of the number of Units, Common
Shares or Warrants issued under the Offering (excluding the
over-allotment option). The over-allotment option is exercisable
for a period of thirty days following the last closing under the
Offering.
The Offering will be completed: (i) by way of a short form
prospectus to be filed in the Canadian Jurisdictions; and (ii)
outside Canada on a basis which
does not require the qualification or registration of any of the
Company's securities under domestic or foreign securities laws.
The Offering is expected to close on or about November 12, 2020, or such other date as the
Company and the Agents may agree, and is subject to customary
closing conditions, including the approval of the securities
regulatory authorities in the Canadian Jurisdictions and the
Toronto Stock Exchange and the issuance of a receipt for a
final short form prospectus. The size of the Offering, between
the minimum and maximum, will be determined in the context of the
market.
The Company intends to use the net proceeds of the Offering for
development of its testing facility in Richmond, Virginia, working capital and
general corporate purposes.
The preliminary short-form prospectus is filed on SEDAR at
www.sedar.com.
This news 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. The securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any applicable state
securities laws, and may not be offered or sold to, or for the
account or benefit of, persons in the
United States or to U.S. persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. "United
States" and "U.S. persons" shall have the meanings assigned to them
in Regulation S under the U.S. Securities Act.
About StageZero Life Sciences Ltd.
StageZero Life Sciences is dedicated to the early detection of
multiple disease states through whole blood. The Company operates a
CAP accredited and CLIA certified high complexity reference
laboratory based in Richmond,
Virginia. A specialist in PCR testing for the early
identification of Cancer through blood, the Company is uniquely
positioned to provide both COVID PCR testing (nasal swab) and blood
test analysis (Antibody testing). Our full service, telehealth
platform includes access to physicians and phlebotomist who can
prescribe and draw samples for individuals and groups. As we
provide COVID-19 test during this Pandemic, we continue making
progress with our mission to eradicate late stage cancers through
early detection. Our next generation test, Aristotle®, is a
multi-cancer panel for simultaneously screening for 10 cancers from
a single sample of blood with high sensitivity and specificity for
each cancer. www.stagezerolifesciences.com
Forward-Looking Statements
This press release contains forward-looking statements under
applicable securities laws identified by words such as "expects",
"will" and similar expressions, which reflect the Company's current
expectations regarding future events, including the size of the
Offering, the closing of the Offering, regulatory approvals and the
intended use of proceeds. The forward-looking statements involve
risks and uncertainties that could cause the Company's actual
events to differ materially from those projected herein. Investors
should consult the Prospectus and the Company's ongoing quarterly
filings and annual reports for additional information on risks and
uncertainties relating to these forward-looking statements. The
reader is cautioned not to rely on these forward-looking
statements. The Company disclaims any obligation to update these
forward-looking statements, except as required by law.
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.
A preliminary prospectus containing important information
relating to these securities described herein has been filed with
securities commissions or similar authorities in certain
jurisdictions of Canada. The
preliminary prospectus is still subject to completion or amendment.
Copies of the preliminary prospectus may be obtained by emailing
Echelon Wealth Partners Inc., at ecm@echelonpartners.com. There
will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been
issued.
SOURCE StageZero Life Sciences Ltd.