Spectral shareholders approve Toray and Birch Hill led financing

July 22
21:40 2014

Spectral Diagnostics Inc. (TSX: SDI; OTC QX: DIAGF) has obtained shareholders approval of its previously announced proposed non-brokered private placement of up to $18.2 million at its special meeting of shareholders held on July 22, 2014.

Shareholders overwhelmingly approved the financing. Only disinterested shareholders representing 1,093,968 common shares, or 3.09% of the shares represented in person or by proxy and entitled to vote at the special meeting voted against the offering and the terms.

Under the subscription agreement, Spectral Diagnostics will issue 45,051,186 common shares at the subscription price of $0.293 per share for gross proceeds of $13.2 million

Toray Industries, Inc. will subscribe 17,064,846 shares at $0.293 per share for $5 million. Birch Hill Equity Partners, through Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP and Birch Hill Equity Partners (Entrepreneurs) IV, LP, will subscribe 15,358,360 shares for $4.5 million.

Toray Industries may invest up to additional $5 million pursuant to call option in favor of Spectral Diagnostics between March 1, 2015 and March 15, 2015.

Spectral Diagnostics intends to use the net proceeds to fund its EUPHRATES clinical development program for PMX, its lead theranostics product for the treatment of severe sepsis with septic shock and for working capital and general corporate purposes.

Toray and Birch Hill Equity Partners currently owns 12.4% and 7.5% of the issued and outstanding shares of Spectral respectively on a non-diluted basis.

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