/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
TORONTO, June 2, 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 50,000,000 Units and a maximum of
114,285,800 Units for gross proceeds of a minimum of C$3.5 million and maximum of C$8 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 June 1, 2020.
Each Unit will be offered at a price of $0.07 per Unit (the "Offering Price") and
will be comprised of one common share of the Company (a
"Common Share") and one common share purchase warrant
(a "Warrant"). Each Warrant will entitle the holder thereof
to purchase one Common Share at an exercise price of $0.09 for a period of 36 months following the
closing date of the Offering. The Offering will be made in the
provinces of British Columbia,
Alberta, and Ontario (the "Canadian Jurisdictions")
on a "best efforts" agency basis by Echelon Wealth Partners Inc.
("Echelon") and Clarus Securities Inc. ("Clarus", and
collectively with Echelon, 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 and the United States 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 June 18, 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
expansion of COVID-19 testing capabilities and sales and marketing
related to COVID-19 testing. Net proceeds of the Offering will also
be used for upgrades to the Company, including new staff hiring, to
meet increased demand for COVID-19 testing as well as working
capital and general corporate purposes.
The preliminary short form prospectus is available on SEDAR at
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. 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 state securities laws and may not be
offered or sold within the United
States or to U.S. Persons (as such term is defined in the
U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
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). The Company's full service,
telehealth platform includes access to physicians and phlebotomist
who can prescribe and draw samples for individuals and groups. As
the Company provides COVID-19 testing during this pandemic, the
Company continues making progress with its mission to eradicate
late stage cancers through early detection. The Company's 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.
This press release contains forward-looking statements
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 preliminary short form prospectus filed in connection
with the Offering 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 place undue reliance on these
forward-looking statements. The Company disclaims any obligation to
update these forward-looking statements, except as required by
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 email@example.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
SOURCE StageZero Life Sciences Ltd.