3D Signatures Inc.

3D Signatures Inc.

November 17, 2016 08:57 ET

3D Signatures Inc. Announces Brokered Private Placement

WINNIPEG, MANITOBA--(Marketwired - Nov. 17, 2016) - 3D Signatures Inc. (TSX VENTURE:DXD) (the "Company" or "3DS") is pleased to announce that it has appointed a syndicate of agents led by Haywood Securities Inc. (the "Lead Agent"), and including Canaccord Genuity Corp. and Mackie Research Capital Corporation (collectively with the Lead Agent, the "Agents"), to sell, by way of a private placement on a best efforts basis, units (the "Units") of the Company at a price of $0.75 (the "Issue Price") per Unit for gross proceeds of up to $3,000,000 (the "Offering").

The Offering will consist of up to 4,000,000 Units, each Unit comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Share for a period of two years from the closing date of the Offering at an exercise price of $0.92 per Share.

The Warrants will be subject to an acceleration clause. In the event that the trading price of the Shares of the Company is at or above C$1.35 per Share for 20 consecutive trading days at any time that is six months after the closing date of the Offering, the Company will have the right to accelerate the expiry date of the Warrants to the date which is 30 days after notice is provided to the Warrant holders.

The Agents have been granted the option (the "Agents' Option") to sell up to an additional 2,000,000 Units at $0.75 per Unit pursuant to the Offering, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.

The closing of the Offering is expected to occur on or about December 13, 2016, and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). All securities issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds of the Offering to fund clinical trials and for working capital and general corporate purposes.

The Company will pay the Agents upon closing of the Offering: 1) a cash commission equal to 8 per cent of the gross proceeds of the Offering; 2) broker warrants equal to 8 per cent of the Shares issued in the Offering; and 3) the Agents' expenses related to the Offering. Each broker warrant is exercisable for one Share at a price of $0.75 for a period of two years from the closing date of the Offering.

About 3DS

3DS (TSX VENTURE:DXD) is a personalized medicine company with a proprietary software platform based on the three-dimensional analysis chromosomal signatures. The technology is well developed and supported by 16 clinical studies on over 1,500 patients on 13 different cancers and Alzheimer's disease. Depending on the desired application, the technology can measure the stage of disease, rate of progression of disease, drug efficacy, and drug toxicity. The technology is designed to predict the course of disease and to personalize treatment for the individual patient. For more information, visit the Company's new website at http://www.3dsignatures.com.

Forward-Looking Information

This news release includes forward-looking statements that are subject to assumptions, risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements within, other than statements of historical fact, are to be considered forward looking. Forward-looking statements can generally be identified by the use of forwarding looking wording such as "will", "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. In particular, the statements in this news release with respect to the size of the Offering, the Company's ability to complete the Offering, the agents involved in the Offering, the technology of the Company and the business of the Company are forward-looking information. Although 3DS believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Risk factors and assumptions that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the ability to sell the Units; the ability to obtain all required approvals; the state of the capital markets; market demand; technological changes that could impact the Company's existing products or the Company's ability to develop and commercialize future products; competition; existing governmental legislation and regulations and changes in, or the failure to comply with, governmental legislation and regulations; the ability to manage operating expenses, which may adversely affect the Company's financial condition; the Company's ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; adverse results or unexpected delays in clinical trials; changes in laws, general economic and business conditions; and changes in the regulatory regime. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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