FluroTech Announces Closing of Amalgamation
CALGARY, Alberta, May 20, 2021 (GLOBE NEWSWIRE) — FluroTech LTD. (TSXV: TEST) (OTCQB: FLURF) (“FluroTech” or the “Company”), a diagnostics technology leader in high output rapid antigen testing for the detection of SARS-CoV-2 and other pathogens, and its wholly owned subsidiary FluroTest Diagnostic Systems Ltd. (“FluroTest”) are pleased to announce that further to FluroTech’s press releases dated February 3, 2021 and March 15, 2021, the Company, FluroTest, and 2330853 Alberta Ltd., a wholly-owned subsidiary of the Company (“Subco”), have completed the previously announced business combination transaction involving a three cornered amalgamation in which FluroTech has acquired all of the shares of FluroTest not currently owned by FluroTech (the “Transaction”).
“We are laser focused on a rigorous clinical trials program that will validate system performance and help pave the way for successful FDA and Health Canada submissions but remain equally committed to achieving scale and commercialization,” said Bill Phelan, CEO, FluroTest. “It’s important that the market understands that we are a unified company with a singular mission to create safe environments through frequent, accurate and inexpensive high-volume point of access testing.”
“Global variants continue to fuel the ongoing COVID-19 pandemic, and while some parts of the world are making progress in the administration of vaccines, the authoritative consensus is that testing will continue to be mandatory for a return to a more normal everyday life,” added Danny Dalla-Longa, CEO, FluroTech. “Look at the airline industry, for example, and recent comments made by Star Alliance CEO Jeffrey Goh stating that the travel industry cannot depend on just vaccine passports to reopen and needs to consider requiring COVID-19 test results. Testing is one of the simplest preventative measures we have to curb the spread and get industry back on its feet.”
Pursuant to the terms of the amalgamation agreement dated March 12, 2021 between the Company, FluroTest and Subco, FluroTest Systems Ltd. and Subco amalgamated under the Business Corporations Act (Alberta) on May 19, 2021, to form FluroTest under the corporate name “FluroTest Diagnostic Systems Ltd.” The amalgamated entity will carry on the business previously carried on by FluroTest Systems Ltd. as a subsidiary of the Company. The Transaction was approved by FluroTech, as sole shareholder of Subco, and by the unanimous resolution of the shareholders of FluroTest.
Pursuant to the Transaction, FluroTech issued 40,705,361 common shares to the previous shareholders of FluroTest as consideration for the Transaction. Following completion of the Transaction, there were 120,610,542 common shares of FluroTech issued and outstanding.
Concurrently with the closing of the Transaction, William Phelan was appointed to the board of directors of FluroTest.
Bill is a CEO, board director and entrepreneur with over three decades of experience pioneering innovative companies and capitalizing on strategic technology to create disruptive business models based on the Internet, e-commerce, software development and transaction processing technologies. Throughout his career, Bill has held executive level positions at pioneering companies such as FTD, AOL and Bright Hub while also serving on the Board of Paradigm Capital Management, Mechanical Technology Inc. and others.
The goal of FluroTech’s research and technology is to develop detection methods which are high speed, 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, 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 Diagnostic Systems Ltd.
FluroTest, a diagnostics technology leader 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 and public well-being, 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 FluroTech investor inquiries:
MarketSmart Communications Inc.
For general FluroTech inquiries:
Danny Dalla-Longa, CEO
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 statements regarding the benefits of the Transaction and disclosure about the ability of the Company’s testing devices to accurately and quickly detect SARS-CoV2 and other pathogens. 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 FDA and Health Canada approvals and the demand for its testing devices and their ability to perform as expected. 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.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors including the failure to develop and commercialize its testing devices in a timely manner or at all, the failure to recognize the anticipated benefits from the devices, the failure to obtain FDA or Health Canada approval for its products, the risk that regulatory approvals will not be received and the risk that changing circumstances will result in the decrease in demand for FluroTest’s products. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold within the United States or to or for the benefit or account of U.S. persons, absent such registration or an applicable exemption from such registration requirements.