June 17, 2016
VANCOUVER, B.C., June 17, 2016 – Response Biomedical Corp. (“Response” or the “Company”) (TSX: RBM, OTC: RPBIF) announces the closing of the first tranche of the non-brokered private placement (the “Private Placement”) previously announced by the Company on May 30, 2016. In its press release of June 16, 2016, the Company announced that it has entered into subscription agreements for up to 1,785,716 common shares at a price of U.S.$0.56 per share for total gross proceeds of approximately U.S.$1,000,000 in the Private Placement. Under the first tranche of the Private Placement, OrbiMed Advisors LLC (“OrbiMed”), an investment management firm focused on the healthcare sector and the Company’s largest shareholder, acquired 892,858 common shares for total gross proceeds to the Company of approximately U.S.$500,000. The second tranche of the Private Placement from Shanghai Runda Medical Technology Co., Ltd is expected to close in due course subject to certain regulatory approvals in China being received.
The Company has received the conditional approval of the TSX to list the common shares. Listing will be subject to satisfying all of the requirements of the TSX. The Company intends to use the net proceeds of the Private Placement to fund research and development and operating expenses and for general working capital purposes.
The Private Placement has been made on a non-brokered private placement basis exempt from prospectus and registration requirements of applicable securities laws. The securities issued pursuant to the Private Placement are subject to resale restrictions under applicable securities laws.
The securities described herein 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 accordingly, may not be offered or sold within the United States or to “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S Securities Act (“U.S. Persons”) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States or to U.S. Persons, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful.
As OrbiMed is an insider of the Company, the Private Placement is a “related party transaction”, as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements of MI 61-101 in respect of OrbiMed’s participation in the Private Placement because the aggregate fair market value of the common shares purchased by OrbiMed is less than 25% of the Company’s market capitalization. A material change report in respect of the Private Placement will be filed in accordance with MI 61-101, but was not filed 21 days in advance of the closing of the first tranche of the Private Placement due to the Company’s desire to close the financing as quickly as possible.
About Response Biomedical Corp.
Response develops, manufactures and markets rapid on-site diagnostic tests for use with its RAMP® platform for clinical, biodefense and environmental applications. RAMP® represents a unique paradigm in diagnostics that provides reliable, quality results in minutes. The RAMP® platform consists of a reader and single-use disposable test cartridges and has the potential to be adapted to any other medical and non-medical immunoassay based test currently performed in laboratories. Response clinical tests are commercially available for the aid in early detection of heart attack, congestive heart failure, thromboembolism, sepsis, influenza A and B and RSV. In the non-clinical market, RAMP® tests are currently available for the environmental detection of West Nile Virus and Dengue Fever antigen and for Biodefense applications including the rapid on-site detection of anthrax, smallpox, ricin and botulinum toxin. Response is a publicly traded company listed on the TSX under the trading symbol “RBM” and quoted on the OTC under the symbol “RPBIF”. For further information, please visit the Company’s website at www.responsebio.com.
This press release may contain forward-looking statements. These statements relate to future events and are subject to risks, uncertainties and assumptions about the Company. Examples of forward-looking statements in this press release include statements regarding the intended use of the net proceeds of the Private Placement, the anticipated timing of the closing of the second tranche of the Private Placement subject to certain regulatory approvals in China being received and the timing of the filing of a material change report by the Company. These statements are only predictions based on the Company’s current expectations and projections about future events. Although the Company believes the expectations reflected in such forward-looking statements, and the assumptions upon which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct and if such expectations are not met, our business may suffer.
Readers should not place undue reliance on these statements. Actual events or results may differ materially. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Many factors may cause the Company’s actual results to differ materially from any forward-looking statement, including the factors detailed in our filings with the Securities and Exchange Commission and Canadian securities regulatory authorities, including but not limited to our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and other filings with the Securities and Exchange Commission and Canadian securities regulatory authorities.
The forward-looking statements contained in this news release are current as of the date hereof and are qualified in their entirety by this cautionary statement. Except as expressly required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the going private transaction announced on June 16, 2016 (the “Transaction”), Response will file a proxy statement and information circular with the SEC and the securities commissions in Canada.
This press release does not constitute a solicitation of any vote or approval. Shareholders are advised to read the proxy statement and information circular when they are available because they will contain important information. Shareholders will be able to obtain free copies of the proxy statement and information circular when available and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov, from SEDAR at www.sedar.com, or from the Company’s website at www.responsebio.com.
The directors, executive officers and certain other members of management and employees of the Company may be deemed, under the rules of the SEC, to be “participants” in the solicitation of proxies from its shareholders that will occur in connection with the Transaction. Information concerning the interests of the persons who may be considered “participants” in the solicitation is set forth in the Company’s proxy statements and its Annual report on Form 10-K, as amended by its Form 10-K/A, previously filed with the SEC, and will be set forth in the proxy statement relating to the Transaction when the proxy statement becomes available. Copies of these documents can be obtained, without charge, at the SEC’s website at www.sec.gov, or from the Company’s corporate website at www.responsebio.com.
For further information, please contact:
Response Biomedical Corp.:
W.J. (Bill) Adams, Chief Financial Officer
604 456 6010