Dr. James Kuo reports

IMMUNOPRECISE TO STRATEGICALLY INVEST IN FOUNDATIONAL NEXT GENERATION ANTIBODY DISCOVERY TECHNOLOGY

Immunoprecise Antibodies Ltd. has signed a letter of intent with Single Cell Technology Inc. whereby the company has agreed to strategically invest $5-million (U.S.) in the expansion and development of production capability for Single Cell's patented foundational technology. The investment will result in the company owning approximately 10 per cent of the issued and outstanding shares of Single Cell.

The investment continues to realize on the board's commitment to grow globally through strategic acquisitions and investments in foundational technology. This strategic partnership continues to strengthen and expand the company as a single-source provider of services across the full antibody-discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization) and completes Immunoprecise's commitment to offer the full spectrum of antibody-production methodologies (library-based technologies, hybridoma methods, transgenic-animal-based platforms and single-B-cell-based technology). In particular, the company's investment in Single Cell positions the company to encompass within its current offerings to the marketplace a leading next-generation antibody-discovery platform.

"By investing in Single Cell, Immunoprecise broadens its capacity in antibody discovery and strengthens the scientific base of the company. We are very proud of our efforts in becoming the leading integrated antibody-solutions company globally," said Dr. James Kuo, president of the company.

Single Cell is a privately held company based in San Jose, Calif., that has pioneered and patented a new approach to antibody discovery. Single Cell's platform technology (called AbTheneum) integrates advances in multiple disciplines, such as microfabrication, precision mechanical engineering, molecular biology, next-generation DNA (deoxyribonucleic acid) sequencing, image processing and bioinformatics. Output from AbTheneum is organized as a compendium of big data called the Antibody Atlas and offers a cross-reference of results that can include affinity, epitope mapping, functional assessment, developability, stability, DNA sequences of the antibody-cognate light and heavy chains, and structural inference. No other known platform provides a similar comprehensive information for single immune cells. Single Cell's approach substantially decreases the time and investment needed to discover high-quality therapeutic and diagnostic antibodies. Single Cell has a number of foundational patents in place covering its technology and innovations.

Terms of investment in Single Cell

Under the letter of intent, the company and Single Cell have agreed to negotiate a definitive agreement whereby the company will invest $5-million (U.S.) at $2.50 (U.S.) per Single Cell share as follows: (i) $1.5-million (U.S.) on signing of the definitive agreement, and (ii) $3.5-million (U.S.) within 60 days after signing of the definitive agreement.

The terms of the proposed definitive agreement will also permit the current minority shareholders to exchange their existing shares in Single Cell for shares in the company at a value of $2.50 (U.S.) per Single Cell share. The proposed definitive agreement will also grant the company the right to acquire the remaining issued and outstanding shares in Single Cell at a valuation of $50-million (U.S.) less the investment of $5-million (U.S.) by no later than Dec. 31, 2018.

The parties will be entitled to carry out due diligence of each other until Feb. 28, 2018. Upon the parties completing due diligence to their reasonable satisfaction, the parties will enter into the definitive agreement setting forth the terms and conditions of the investment by April 15, 2018. Completion of any investment with Single Cell is subject to a number of conditions, including but not limited to, completion of due diligence, negotiation of definitive agreement in respect of such an investment, the availability of financing on terms acceptable to the company, receipt of any required regulatory and shareholder approvals and the acceptance of the TSX Venture Exchange. An investment cannot be completed until these conditions are satisfied, and there can be no assurance that an investment will be completed at all.

About Immunoprecise Antibodies Ltd.

The company is an integrated antibody-solutions company that is a single-source provider of services across the full antibody-discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization). The company utilizes the full spectrum of antibody-production methodologies (library-based technologies, hybridoma methods, transgenic-animal-based platforms and single-B-cell-based technology) with a growing focus on generating human antibodies.

The services offered to customers include the development of mouse and rat monoclonal and rabbit recombinant-monoclonal antibodies against a wide spectrum of antigens, as well as polyclonal antibodies, immunologically based assays, and solutions to challenges faced by clients in antibody-related research and development. In addition, cryopreservation services are provided for the storage of valuable biological materials including hybridoma clones, plasmid constructs and cell lines.

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