SOURCE: 3D Signatures inc.

September 08, 2016 20:14 ET

3D Signatures Inc. Announces Closing of Qualifying Transaction

WINNIPEG, MB--(Marketwired - September 08, 2016) - 3D Signatures Inc. (formerly Plicit Capital Corp.) (the "Company"), is pleased to announce that it has closed its previously announced qualifying transaction (the "Transaction") with 3D Signatures Inc. ("3D Signatures"), a biotechnology company with a software-based analytics platform for personalized medical diagnostics and prognostics. The Transaction consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of 3D Signatures by way of a three-cornered amalgamation, pursuant to which a wholly owned subsidiary of the Company amalgamated with 3D Signatures and each 3D Signatures shareholder received 4.0376 post-consolidation common shares in the capital of the Company for each 3D Signatures common share held. As part of the Transaction, the Company changed its name from Plicit Capital Corp. to 3D Signatures Inc.

Following the completion of the Transaction, 3D Signatures is now a wholly-owned subsidiary of the Company, and the Company meets the listing requirements for a "Tier 2" life sciences issuer on the TSX Venture Exchange (the "Exchange"). The Company will continue the business of 3D Signatures (described in further detail below). Trading in the common shares of the Company is expected to begin on the Exchange on or about September 13, 2016 under the symbol "DXD".

Prior to the Transaction, the Company was a capital pool company (as defined under the policies of the Exchange), and had not commenced commercial operations and had no assets other than cash. In connection with the Transaction, on August 30, 2016, the Company consolidated its common shares on the basis of one (1) post-consolidation common share for each two (2) pre-consolidation common shares. The Transaction constituted the Company's "Qualifying Transaction", as such term is defined in Policy 2.4 of the Exchange.

In connection with the closing of the Transaction, the Company completed a brokered private placement (the "Private Placement") of 15,572,038 common shares (the "Shares"), with Haywood Securities Inc. acting as the agent (the "Agent"), at a price of $0.35 per Share for gross proceeds of $5,450,213.30. Proceeds from the Private Placement will be used as set out in the Filing Statement (as defined below).

In connection with the Private Placement, the Company paid the Agent and its selling group aggregate cash commissions of approximately $436,000.00 and issued the Agent and its selling group an aggregate of 1,245,763 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder to purchase one (1) common share of the Company at a price of $0.35 until September 8, 2018. All securities issued pursuant to the Private Placement are subject to a four-month hold period expiring on January 9, 2017. The Company has also agreed to pay a finder's fee in the aggregate amount of 500,000 common shares of the Company (the "Finder's Fee") to 314 Finance Corp. upon the closing of the Transaction. The Finder's Fee is subject to the applicable statutory hold period along with any escrow restrictions imposed by the Exchange or applicable securities laws.

Effective upon the closing of the Transaction, as a result of the reverse takeover of the Company by the shareholders of 3D Signatures and to align the financial years of the Company to that of 3D Signatures, the financial year of the Company has been changed from December 31 of each year to June 30 of each year. Furthermore, effective upon the closing of the Transaction, MNP LLP has been appointed the auditor of the Company and Davidson & Company LLP has ceased to be the auditor of the Company. To the Company's knowledge, there were no "reportable events" as defined in section 4.11 of the National Instrument 51-102 Continuous Disclosure Obligations.

The Company currently has a total of 46,445,199 common shares, 1,245,763 Broker Warrants and 3,317,558 incentive stock options exercisable to purchase up to an aggregate of 3,317,558 common shares of the Company outstanding. An aggregate of 19,165,821 common shares are subject to escrow pursuant to Exchange escrow requirements.

As a result of the closing of the Transaction, the directors and officers of the Company are now:

    
Ferenc Somogyvari  Chief Executive Officer, Director
Keith Cassidy  Chief Financial Officer
John J. Swift  Director
Dr. Sabine Mai  Director
Gordon McCauley  Director
Dr. Ian Smith  Director
Bruce Colwill  Director
   

A filing statement describing the Company and 3D Signatures, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com (the "Filing Statement"). The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Filing Statement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

From the Chairman

"This is an important day in the Company's development. We have raised over $5 million which is a testament to 3D Signatures' technology and the inspiring team behind it, including our investors," said John Swift, Chairman, 3D Signatures Inc. "Our software platform is the culmination of decades of work by some of Canada's top medical researchers. It has the real potential to change how major diseases like cancer and Alzheimer's are diagnosed and treated."

About the Company

3D Signatures Inc. is a personalized medicine company with a proprietary software platform based on the three-dimensional analysis of telomere organization. The technology is well developed and supported by 16 clinical studies on over 1500 patients on 13 different cancers and Alzheimer's disease. Depending on the 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.

Forward-Looking Information

This news release contains forward-looking information based on current expectations. Statements about the date of trading of the Company's common shares on the Exchange, final regulatory approvals, the proposed use of proceeds from the Private Placement and the potential of the Company's technology, among others, are all forward-looking information. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Company. Risk factors 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 failure to obtain the required approval for the Transaction; changes in laws, general economic and business conditions; and changes in the regulatory regime. The Company cautions the reader that the above list of risk factors is not exhaustive. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the conditions set out in the Exchange's conditional approval letter. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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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