ImmunoPrecise Antibodies Ltd. (Form: 40FR12B/A, Received: 10/02/2020 14:25:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

☒	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

☐	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended

Commission File Number

ImmunoPrecise Antibodies Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia

8731

N/A

(Province or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

3204 - 4464 Markham Street

Victoria, British Columbia V8Z 7X8

(250) 483-0308

(Address and telephone number of Registrant’s principal executive offices)

ImmunoPrecise Antibodies (USA), Ltd.

4837 Amber Valley Parkway Suite 11

Fargo, ND 58104

(701) 353-0022

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, no par value

IPA

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:


☐ Annual information form		☐ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.

☐ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

EXPLANATORY NOTE

ImmunoPrecise Antibodies Ltd. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. The Company filed a Registration Statement on Form 40-F (the “Registration Statement”) on September 16, 2020.

The Company is filing this Amendment No. 1 to the Registration Statement to (i) include additional exhibits, each of which is incorporated by reference in this Registration Statement on Form 40-F and (ii) amend the exhibit references under the heading “Forward-Looking Statements” and other sections. No other amendment to the Registrant’s Registration Statement on Form 40-F is being effected hereby.

FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “could”, “likely”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” on page 14 of the Annual Information Form for the year ended April 30, 2020, attached as Exhibit 99.40 to this Registration Statement and incorporated herein by reference, and under the heading “Risks and Uncertainties” on page 21 of the Registrant’s Management’s Discussion & Analysis for the year ended April 30, 2020, attached as Exhibit 99.83 and on page 18 of the Registrant’s Management’s Discussion & Analysis for the three months ended July 31, 2020, attached as Exhibit 99.96 to this Registration Statement and incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. 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, forecasts, projections and other forward-looking statements will not occur, including, without limitation, the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant has historically prepared its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this Registration Statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.101, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the experts named in the foregoing Exhibits as Exhibit 99.101, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended April 30, 2020, attached hereto as Exhibit 99.40.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements. (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on April 30, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was U.S.$1.00 = Cdn$1.3943. The exchange rate of Canadian dollars into United States dollars, on September 15, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was US$1.00 = Cdn$1.3176.

CONTRACTUAL OBLIGATIONS

The following table summarizes the contractual obligations of the Registrant as of April 30, 2020:


	Payments due by period (in Cdn$)
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Accounts payable and Accrued Liabilities		1,766,058		1,766,058		—		—		—
Loans Payable		312,139		121,833		190,306		—		—
Deferred Acquisition Payments (1)		2,052,626		1,546,088		506,538		—		—
Leases		2,082,978		849,255		1,233,723		—		—
Debentures		2,000,000		2,000,000		—		—		—
Total		8,213,801		6,283,234		1,930,567		—		—

(1)	Cdn$1,016,112 aggregate payments not included in this table are to be settled with issuance of shares.

NASDAQ CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, https://www.immunoprecise.com/, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:


Exhibit No.		Description

99.1*		News Release dated May 30, 2019

99.2*		News Release dated June 26, 2019

99.3*		News Release dated July 15, 2019

99.4*		News Release dated August 1, 2019

99.5*		Consolidated Financial Statements of ImmunoPrecise Antibodies Ltd. for the year ended April 30, 2019 and 2018

99.6*		Management Certification of Form 13-501F1 dated August 28, 2019

99.7*		Certification of Annual Filings by CFO dated August 28, 2019

99.8*		Certification of Annual Filings by CEO dated August 28, 2019

99.9*		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for year ended April 30, 2019

99.10*		News Release dated August 28, 2019

99.11*		Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. dated August 29, 2019

99.12*		News Release dated September 23, 2019

99.13*		News Release dated September 24, 2019

99.14*		Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated July 31, 2019 and 2018

99.15*		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for three months ended July 31, 2019

99.16*		Certification of Interim Filings by CFO dated September 30, 2019

99.17*		Certification of Interim Filings by CEO dated September 30, 2019

99.18*		News Release dated September 30, 2019

99.19*		Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. amended dated September 30, 2019

99.20*		News Release dated October 1, 2019

99.21*		News Release dated October 3, 2019

99.22*		News Release dated October 18, 2019

99.23*		Voting Instruction Form for Annual General Meeting to be held on November 22, 2019

99.24*		Notice of Annual General Meeting of Shareholders of ImmunoPrecise Antibodies Ltd. dated October 22, 2019

99.25*		Notice of Meeting and Management Information Circular dated October 22, 2019

99.26*		Form of Proxy for Annual General Meeting of ImmunoPrecise Antibodies Ltd. to be held on November 22, 2019

99.27*		Shareholder Rights Plan Agreement between ImmunoPrecise Antibodies Ltd. and Computershare Trust Company dated October 17, 2019

99.28*		News Release dated November 5, 2019

99.29*		News Release dated December 2, 2019

99.30*		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for six months ended October 31, 2019

99.31*		Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated October 31, 2019 and 2018

99.32*		Certification of Interim Filings by CFO dated December 17, 2019

99.33*		Certification of Interim Filings by CEO dated December 17, 2019


99.34*		News Release dated December 17, 2019

99.35*		News Release dated January 6, 2020

99.36*		News Release dated January 9, 2020

99.37*		News Release dated January 20, 2020

99.38*		Certification of Annual Filings by CFO dated February 14, 2020

99.39*		Certification of Annual Filings by CEO dated February 14, 2020

99.40*		Annual Information Form of ImmunoPrecise Antibodies Ltd. for the year ended April 30, 2020 dated February 14, 2020

99.41*		Form NI 44-101 Notice of intent to qualify dated February 19, 2020

99.42*		News Release dated February 20, 2020

99.43*		News Release dated March 2, 2020

99.44*		News Release dated March 6, 2020

99.45*		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for the three and nine month period ended January 31, 2020 and 2019

99.46*		Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated January 31, 2020 and 2019

99.47*		Certification of Interim Filings by CFO dated March 10, 2020

99.48*		Certification of Interim Filings by CEO dated March 10, 2020

99.49*		News Release dated March 10, 2020

99.50*		News Release dated March 12, 2020

99.51*		News Release dated March 30, 2020

99.52*		News Release dated March 31, 2020

99.53*		News Release dated April 2, 2020

99.54*		Material Change Report of ImmunoPrecise Antibodies Ltd. dated March 30, 2020

99.55*		Material Change Report of ImmunoPrecise Antibodies Ltd. dated March 31, 2020

99.56*		News Release dated April 14, 2020

99.57*		News Release dated April 15, 2020

99.58*		News Release dated April 17, 2020

99.59*		News Release dated April 24, 2020

99.60*		Material Change Report of ImmunoPrecise Antibodies Ltd. dated April 24, 2020

99.61*		News Release dated May 6, 2020

99.62*		News Release dated May 8, 2020

99.63*		Share Purchase Agreement, dated March 15, 2018, by and among ImmunoPrecise Antibodies Ltd., ImmunoPrecise Netherlands B.V., Modiquest Research B.V., Immulease B.V., Immusys B.V.

99.64*		Share Exchange Agreement for U-Protein Express B.V., dated August 10, 2017, by and among ImmunoPrecise Antibodies Ltd., U-Protein Express B.V., and the sellers and principals signatory thereto

99.65*		News Release dated May 15, 2020

99.66*		News Release dated May 15, 2020

99.67*		Material Change Report of ImmunoPrecise Antibodies Ltd. dated May 15, 2020

99.68*		Amendment, Termination, and Settlement Agreement dated March 14, 2019 between ImmunoPrecise Antibodies Ltd., ImmunoPrecise Netherlands B.V., Immusys B.V., Modiquest Research, Immulease B.V., and Mr Jozef Maria Raats

99.69*		Form 45-106F1 Report of Exempt Distribution dated May 25, 2020


99.70*		News Release dated May 27, 2020

99.71*		News Release dated June 4, 2020

99.72*		News Release dated June 11, 2020

99.73*		News Release dated June 22, 2020

99.74*		News Release dated June 29, 2020

99.75*		Material Change Report of ImmunoPrecise Antibodies Ltd. dated June 29, 2020

99.76*		News Release dated July 13, 2020

99.77*		News Release dated July 20, 2020

99.78*		News Release dated July 28, 2020

99.79*		News Release dated July 31, 2020

99.80*		News Release dated August 13, 2020

99.81*		Consolidated Financial Statements of ImmunoPrecise Antibodies Ltd. for the years ended April 30, 2020 and 2019

99.82*		Management Certification of Form 13-501F1 dated August 28, 2020

99.83*		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for year ended April 30, 2020

99.84*		Certification of Annual Filings by CFO dated August 28, 2020

99.85*		Certification of Annual Filings by CEO dated August 28, 2020

99.86*		News Release dated August 31, 2020

99.87*		News Release dated September 1, 2020

99.88*		News Release dated September 8, 2020

99.89*		News Release dated September 9, 2020

99.90*		News Release dated September 10, 2020

99.91		News Release dated September 17, 2020

99.92		News Release dated September 22, 2020

99.93		News Release dated September 25, 2020

99.94		News Release dated September 28, 2020

99.95		News Release dated September 28, 2020

99.96		Management’s Discussion and Analysis of ImmunoPrecise Antibodies Ltd. for the three months ended July 31, 2020.

99.97		Condensed Interim Consolidated Financial Statements (Unaudited) of ImmunoPrecise Antibodies Ltd. dated July 31, 2020 and 2019

99.98		Certification of Interim Filings by CFO dated September 29, 2020

99.99		Certification of Interim Filings by CEO dated September 29, 2020

99.100		News release dated September 29, 2020

99.101*		Consent of Crowe MacKay LLP dated September 16, 2020

*	Filed Previously

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.


IMMUNOPRECISE ANTIBODIES LTD.

By:		/s/ Jennifer Bath
Name: Jennifer Bath
Title: Chief Executive Officer

Date: October 2, 2020

Exhibit 99.91

LOGO

ImmunoPrecise Announces New Multi-Specific SARS-CoV-2 Antibody Collaboration with Zymeworks

VICTORIA, BC, Sept. 17, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, announce a research collaboration with Zymeworks Inc., giving ImmunoPrecise access to Zymeworks’ Azymetric^™ and EFECT^™ platforms for the further development of its multiple antibody candidates to fight COVID-19.

Under the terms of the agreement, IPA will transform its previously tested and potent SARS-CoV-2 neutralizing antibodies into bispecific and multispecific antibodies using the Zymeworks’ platforms. These sets of candidates will be thoroughly tested using SARS-CoV-2 spike protein provided by the National Research Council Canada (“NRC”), prior to pre-clinical manufacturing at the NRC for animal studies. Timelines for the Companies pre-clinical studies examining the efficacy of IPA’s Polytope therapies using traditional antibody formats are not impacted by these additional investigations into formulation.

“Global health issues like the COVID-19 pandemic represent significant times for companies like IPA to share our collective expertise and technologies to bring forward safe and efficacious therapies,” said Ali Tehrani, Ph.D., President and CEO of Zymeworks. “We look forward to continuing our relationship with ImmunoPrecise as they advance multi-specific candidates toward the clinic.”

“After the discovery of potently neutralizing antibodies in a combinatorial setting, it was a logical consequence for us to look into clinically-proven, multi-specific antibody platforms,” said Jennifer Bath, Ph.D., President and CEO of ImmunoPrecise Antibodies. “IPA is pleased to collaborate with the Zymeworks team as we work together to treat COVID patients using our extensive, collective expertise.”

Jennifer Bath, Ph.D., Chief Executive Officer of ImmunoPrecise, has reviewed and approved the scientific disclosure of this news release.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About the Azymetric^™ Platform

The Azymetric platform enables the transformation of monospecific antibodies into bispecific and multispecific antibodies, allowing simultaneous binding to several different disease targets. This unique technology enables the development of multifunctional therapeutics that can block multiple signaling pathways, recruit immune cells to tumors, enhance receptor clustering and internalization, and increase tumor-specific targeting. These features are designed to enhance efficacy while reducing toxicities and the potential for drug resistance. Azymetric therapeutics have been engineered to retain the desirable drug-like qualities of naturally occurring antibodies, including low immunogenicity, long half-life and high stability. In addition, they are compatible with standard manufacturing processes that deliver high yields and purity, potentially reducing drug development costs and timelines.

About the EFECT^™ Platform

The EFECT platform is a library of antibody Fc modifications engineered to activate or suppress the antibody-mediated immune response. This platform, which is compatible with traditional monoclonal as well as Azymetric bispecific antibodies, further enables the customization and optimization of therapeutic responses for different diseases.

About Zymeworks Inc.

Zymeworks is a clinical-stage biopharmaceutical company dedicated to the development of next-generation multifunctional biotherapeutics. Zymeworks’ suite of therapeutic platforms and its fully integrated drug development engine enable precise engineering of highly differentiated product candidates. Zymeworks’ lead clinical candidate, ZW25, is a novel Azymetric^™ bispecific antibody currently in Phase 2 clinical development. Zymeworks’ second clinical candidate, ZW49, is a bispecific antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of ZW25 with Zymeworks’ proprietary ZymeLink^™ linker-cytotoxin. Zymeworks is also advancing a deep preclinical pipeline in oncology (including immunooncology agents) and other therapeutic areas. In addition, its therapeutic platforms are being leveraged through strategic partnerships with nine biopharmaceutical companies. For more information, visit www.zymeworks.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended April 30, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

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

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For further information: For investor relations please contact: Frederick Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, B.C., V7Y 1G5, Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 17-SEP-20

Exhibit 99.92

LOGO

IPA Europe Significantly Expands its Capabilities, Releasing its Second-Generation B Cell Select ^™

VICTORIA, BC, Sept. 22, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSX VENTURE: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced that its subsidiary, IPA Europe, has made a substantial investment in its B-Cell Select^™ platform at its research division in Oss, The Netherlands, enabled by investments in additional equipment to automate and significantly innovate their multi-species, target-interaction-based single B-cell selection technology and subsequent single cell cloning, thereby significantly accelerating the identification of comprehensive panels of diverse lead therapeutic antibodies. The advanced B Cell Select^™ platform seamlessly integrates into IPA’s optimization and antibody developability profiling workflow.

“Our dedicated and motivated team members are driving the success our B Cell Select ^™ platform expansion. This powerful, multi-species platform is combined with direct, single B cell cloning and antibody binding profiling to rapidly identify highly diverse, clinically relevant antibodies to treat various diseases involving a broad variety of complex target antigens.” stated Debby Kruijsen, General Manager of IPA Europe.

“Next to its suitability for a broad range of antibody sources, our advanced B Cell Select^™ platform is also compatible with various target tools, including target-expressing cells, enabling us to select clones at an early stage of antibody discovery based on a functional read-out as well.” says Ilse Roodink, Scientific Director of IPA-EU.

Interested in learning more? Our second-generation B Cell Select platform will be one of IPA’s showcased technologies presented at our webinar “High-Throughput Identification of Genetically Distinct, Target-Specific Antibodies”, airing September 23rd at 11:00 EDT. Click here to register online.

About B Cell Select^™

ImmunoPrecise Antibodies’ B Cell Select platform enables the interrogation of a greater diversity of an antibody repertoire than otherwise possible. By interrogating isolated B-cells, IPA can analyze full organism repertoires with very little manipulation. This proprietary platform is species independent allowing for the generation of antibodies from samples not possible using other methods. B Cell Select can develop antibodies from any species (including humans) as well as from any tissue. As the platform explores the entire antibody repertoire, it can develop antibodies for anything that is possible in an animal’s immune repertoire including any protein class, complex therapeutic targets, post-translational modifications, and small molecules.

The B Cell Select platform enables the interrogation of 10 million blood cells to generate native monoclonal antibodies from immunized animals that specifically target an antigen. The B cell selection process takes place early in the antibody development process allowing for the rapid selection of top candidates, drastically increasing the success rate of antibody discovery. The platform also harnesses the power of the immune system to generate natural pairing of the antibodies produced by selected B cells. These deliverables in our discovery programs have less liabilities within the antibody sequences compared to unnatural pairs from in vitro screening that could potentially affect manufacturability of the antibodies.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a global technology platform company with end-to-end solutions empowering companies to discover and develop therapies against any disease. The Company’s experience and cutting-edge technologies enable unparalleled support of its partners in their quest to bring innovative treatments to the clinic. ImmunoPrecise’s full-service capabilities dramatically reduce the time required for, and the inherent risk associated with, conventional multivendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended April 30, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

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CNW 07:30e 22-SEP-20

Exhibit 99.93

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ImmunoPrecise and LiteVax SARS-CoV-2 Vaccine Begins Pre-Clinical Trials

VICTORIA, BC, Sept. 25, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (“IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, and LiteVax BV (Oss, the Netherlands), today announced that they have initiated pre-clinical vaccine trials against SARS-CoV-2. Vaccine design was based on large sets of data obtained during the analysis of IPA’s SARS-CoV-2 therapeutic programs. Using this information, ImmunoPrecise designed data-driven, well-defined SARS-CoV-2 spike protein variant vaccine candidates that were combined with a novel class of synthetic carbohydrate derivatives, designed to act as a vaccine adjuvant, with the final formulations aimed at high efficacy and low adverse effects.

The collaborative, pre-clinical study is ongoing at IRTA (Catalonia, Spain) and is focusing on the feasibility of a single-low-dose administration to assess the safety and tolerability of the vaccine formulations. In parallel to the pre-clinical study, which is supported through TRANSVAC2 (EC-funded project, grant agreement N° 730964), IPA and LiteVax are initiating relevant ex vivo assays. The study results will be compiled by November 2020 and will allow the companies to prioritize subsets of ideal vaccine candidates for further development.

IPA’s vaccine design takes into account significant, compiled data on the human immune response to SARS-CoV-2, as well as data gained through the scrutiny of IPA’s collective SARS studies. The companies expect that the combination of IPA’s vaccine with LiteVax’s adjuvant technology, designed to specifically enhance the host’s immune response, will have a significant impact toward a successful single-low-dose vaccine against SARS-CoV-2. This first pre-clinical study enables the design of more extensive challenge studies.

“IPA has compiled tremendous amounts of in vitro and in silico data, which generated expansive datasets used to inform this study. Our belief is that comprehensive analyses of the data from this trial, including a thorough characterization of the resulting immune responses, will help advance our aim of bringing safe and efficacious products to the clinic”, stated Dr. Jennifer Bath, CEO and President of ImmunoPrecise. She added: “We are pleased to collaborate on this initial vaccine trial, which is expected to be followed by our PolyTope formulation within the year”.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain COVID-19 (or SARS-CoV-2) at this time.

About TRANSVAC

TRANSVAC2 is a European vaccine research and development (R&D) infrastructure that aims to accelerate the development of safe, effective and affordable vaccines, which are one of the most successful and cost-effective public health tools for disease prevention. However, vaccine development is time-consuming and complex, requiring a combination of specialized skills and technical capacities not readily available at a single organization. In order to facilitate access to these skills and capacities, and to promote collaborations in the European vaccine landscape, TRANSVAC2 offers high quality technical services across four different service platforms: Technology (for process development and GMP production), Immunocorrelates & Systems Biology, Animal models, and support for Clinical Trials. For further information on the project and support provided please visit www.transvac.org.

TRANSVAC2 has received funding from the European Union’s Horizon 2020 research and innovation program under grant agreement N° 730964.

About IRTA

IRTA is a research institute dedicated to agro-alimentary R&D&I within the areas of vegetal and animal production, agri-food industries, environment and global change, and economy. Transfer of IRTA scientific advances contribute to modernity, competitivity and sustainable development within the agrarian, food and fishery sectors, provision of healthy food for consumers and the improvement of human welfare. IRTA is ascribed to the Department of Agriculture, Livestock, Fisheries and Food (DARP) of the Catalan Government. http://www.irta.cat/en/

About LiteVax

LiteVax BV is a Dutch biopharmaceutical SME with the mission to impact global health by developing and exploiting novel immunoadjuvants to increase vaccine efficacy. New and more effective vaccines against a wide range of infectious diseases are needed as evidenced by the recent outbreaks. For further information, please contact luuk.hilgers@litevax.com.

About ImmunoPrecise Antibodies Ltd.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements and include the Company’s beliefs with respect to the potential for its vaccines and/or antibodies to be further developed or approved to protect against and/or treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those vaccines and/or antibodies. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended April 30, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

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LiteVax Logo (CNW Group/ImmunoPrecise Antibodies Ltd.)

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TRANSVAC Logo (CNW Group/ImmunoPrecise Antibodies Ltd.)

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CNW 07:30e 25-SEP-20

Exhibit 99.94

IPA CEO Dr. Jennifer Bath to Appear Live Today on Bloomberg Television

VICTORIA, BC, Sept. 28, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE:TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced that Dr. Jennifer Bath, CEO of IPA, is scheduled to appear today as a guest on Bloomberg Technology with host Emily Chang at approximately 5:10 p.m. ET.

Dr. Bath will discuss the Company’s comprehensive anti-COVID-19 programs - its Polytope^™ Therapy and Vaccines strategies. IPA believes it has launched the most comprehensive and diverse global antibody cocktail program in the world, which, unlike current approaches, is designed to provide durable, long-lasting protection for the entire population and potential mutations.

About ImmunoPrecise Antibodies Ltd.

Forward Looking Information

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CNW 11:59e 28-SEP-20

Exhibit 99.95

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ImmunoPrecise to Present at the Virtual Gravitas Healthcare Investor Day

VICTORIA, BC, Sept. 28, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) (FSE: TQB2), a leader in full-service, therapeutic antibody discovery and development, today announced that Dr. Jennifer Bath, ImmunoPrecise’s Chief Executive Officer, will present an overview of the company at the Gravitas Healthcare Investor Day on Thursday, October 1^st at 11:00 AM EST.

This year’s Gravitas Healthcare Investor Day will feature several leaders in healthcare and will be attended virtually by institutional and retail investors from North America and abroad. For additional details about the conference and Gravitas Securities Inc., please visit: www.gravitassecurities.com

Conference Details:


Event:		Gravitas Healthcare Investor Day (virtual)
Date:		Thursday, October 1^st
Time:		9:00 AM – 5:30 PM EST
Registration:		Link

About ImmunoPrecise Antibodies Ltd.

SOURCE ImmunoPrecise Antibodies Ltd.

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For further information: please contact Frederic Chabot, Phone: 1-438-863-7071, frederick@contactfinancial.com, Contact Financial Corp., Vancouver, B.C., Canada.

CO: ImmunoPrecise Antibodies Ltd.

CNW 07:30e 28-SEP-20

Exhibit 99.96

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

The following Management’s Discussion and Analysis (“MD&A”), prepared as of September 28, 2020, should be read in conjunction with the unaudited condensed interim consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the three months ended July 31, 2020, together with the audited financial statements and accompanying MD&A of the Company for the year ended April 30, 2020. This MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of IPA.

The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars, which is the Company’s reporting currency.

FORWARD-LOOKING STATEMENTS

This MD&A may contain certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

In this MD&A, forward-looking statements include the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.

Furthermore, forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

GENERAL

The Company was incorporated under the laws of Alberta on November 22, 1983, and is listed on the TSX

Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC V8Z 7X8.

OVERVIEW

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

With ImmunoPrecise’s industry-leading technologies, fully integrated project management team and software, and one-stop service offerings, the Company dramatically reduces the time required for, and the inherent risk associated with, conventional multi-vendor product development.

The Company has gained global recognition as a leader in antibody discovery and development. IPA has achieved organic growth through market penetration and service diversification, as well as accretive growth through strategic expansion, acquiring and integrating the most innovative technologies from across the globe. ImmunoPrecise houses a streamlined and exceptionally comprehensive capabilities platform in biologics discovery, development and manufacturing to enable an unparalleled single-vendor approach.

ImmunoPrecise boasts a highly experienced executive team which was further expanded during the last fiscal year, adding Dr. Stefan Lang (formerly of Aldevron and Genovac) and Dr. Yasmina Abdiche (formerly of Carterra and Pfizer-Rinat).

The Company has standardized and unified global activities, recognizing cost synergies and centralizing oversight to maximize transparency and financial gains. The departments of marketing, sales, project management, business development, finance and IT are now centralized and uniformly serve all of the subsidiaries to ensure consistent messaging, quality and accuracy of information.

Operations

IPA’s services include, but are not limited to, custom antigen modeling, design and manufacturing; proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; hybridoma production with multiplexed, high-throughput screening and clone-picking; expertise with transgenic animals and multi-species antibody discovery; antibody characterization studies such as affinity measurements, functional assays and epitope mapping and binning; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA synthesis and cloning, protein and antibody downstream processing with purification of protein in gram scale levels including characterization and validation; antibody engineering; transient and stable cell line generation; antibody optimization and humanization; and cryopreservation.

The Company continues to expand on its approximate twelve years of expertise in single B cell interrogation, offering full-service B cell screening, sorting and sequencing at IPA Canada. This service is available against all classes of targets including complex proteins, small molecules and various chemical groups. The Company’s platforms enable antibody screening directly from B cells, facilitating the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. The Company announced an over 90% success rate on its B cell technology, which is offered with a success guarantee. By adding a high throughput, label-free Octet HTX biosensor (FortéBio, Sartorius) at IPA Canada, the Company addressed the need for increased speed and sample throughput when characterizing large panels of therapeutic antibody candidates.

IPA Canada and IPA Europe have both been designated as approved CROs for the world’s leading, transgenic animal platforms producing human antibodies. Leveraging this opportunity, the Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell Select^TM and DeepDisplay^TM platforms to a broad range of transgenic animal species and strains.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

IPA Europe’s contribution in services and intellectual property to the Company are substantial. The integration of IPA Europe significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and diseased scFv libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVaccTM lymphoid tumor immunization and DNA immunization technologies). Using the discovery technologies of ModiFuse^™ (hybridoma electrofusion), ModiSelect^™ (B-cell selection) and ModiPhage^™ (phage display) technologies, IPA Europe can generate very large panels of monoclonal antibodies from various backgrounds including mouse, rat, rabbit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. Adding to their proprietary services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

U-Protein Express (“UPE”) has been a staple in the recombinant protein community, operating for close to 20 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats and from a range of mammalian cell types. Their streamlined and efficient operations have enabled them to successfully support over 5,000 different programs, with an over 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, their operations also support the downstream expression and purification of antibodies originating from the Company’s B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients.

UPE holds a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc, used as a growth factor for organoid culture. In addition, they hold a non-exclusive distributor agreement for this protein with a major player in the study of organoid biology. As a further addition to their unique offerings, UPE also began offering SARS-CoV-2-specific protein products to the public for use in diagnostic, therapeutic and vaccine work.

While the Company has strategically reduced overhead by eliminating much of its non-wet lab footprint, eliminating substantial square footage dedicated to offices and gathering spaces, it has continued to invest significantly in ROI-generating capacity, committing to new laboratory build outs and equipment purchases to support its continued, aggressive growth. In January 2020, UPE signed a long-term lease contract for a new multi-tenant building for life sciences at the Utrecht Science Park (Utrecht, The Netherlands) alongside important stakeholders such as Genmab and Merus. Furthermore, along with SGI-DNA, Inc., IPA announced that UPE integrated SGI-DNA’s benchtop automated DNA printer, making IPA the first CRO in Europe to integrate the BioXp^™ 3200 System in its workflow as a part of the Company’s vision for adopting breakthrough technologies in the discovery and manufacturing of antibodies. IPA aims to positively impact their manufacturing capacities by converting the antibody design-synthesis-screening timeline from weeks and months down to days, providing clear advantages to their partners.

Talem Therapeutics

Talem Therapeutics (“Talem”) oversees and houses the internal and partnered therapeutic pipeline for the Company. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services in OmniAb^® transgenic animals using its own license. The Company has leveraged several of its progressive technologies to discover novel therapeutics for its pipeline using Ligand’s OmniRat^® strains.

Talem’s pipeline is indication agnostic and has expanded to include single monoclonal antibody therapeutics, combination antibody therapies and vaccines. The therapies target a variety of diseases within the areas of immuno-oncology, cancer, autoimmunity, inflammation and COVID-19.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

Talem is in a unique position to access IPA’s highly effective discovery platforms and end-to-end services that are used to successfully generate therapeutic pipelines for leading biotech and pharmaceutical companies, at a fraction of the cost to the Company. Talem also has a distinct advantage in accessing the decades of experience in antibody therapeutic design, discovery and development at each of IPA’s subsidiaries, while also drawing on the clinical and commercial experience of the executive management team, in a consolidated and focused effort.

Talem Therapeutics entered into a research license agreement with Janssen Research & Development. The agreement, which provided Janssen exclusive access to a panel of novel, monoclonal antibodies, is anticipated to be the first of many out-licensing deals. The financial details of the transaction were not disclosed at the request of Janssen.

In February 2020, IPA announced its commitment to developing innovative vaccines and therapeutics against the SARS-CoV-2 spike protein, using their proprietary discovery platforms in an exceptionally broad, global campaign. The Company’s objective was further clarified in March, when IPA defined their PolyTopeTM approach, utilizing highly characterized protein and antibody combinations targeting multiple epitopes and mechanisms of virus evasion. This approach is designed to provide maximum clinical benefit against both current and future variants and strains of the virus by combining well-defined and fully characterized, protective antibodies (for therapeutics) and epitopes (for vaccines).

ImmunoPrecise went on to share the confirmation of multiple panels of potently neutralizing, fully human antibodies targeting SARS-CoV-2. The antibodies were soon shown to exhibit synergistic activity in neutralization studies, demonstrating that the presence of specific combinations of antibodies had enhanced the effect of neutralization activity.

Soon thereafter, the Company announced a collaboration with Integrated Biotherapeutics and the National Institutes of Health to determine the structural details of IPA’s lead candidate antibodies interacting with the epitopes they bind to on the SARS-CoV-2 spike protein. This data will support the Company’s vaccine design, as well as patent and IND applications.

The Company continued to advance lead candidates by utilizing high-throughput binding assays, computational optimization (Artemis^™), and protein interaction analyses to yield valuable data sets for informed preclinical lead selection.

Using much of this data as supporting material, the Company began successfully obtaining external, non-dilutive, non-debt funding through various granting agencies to support their Coronavirus endeavors and asset generation. This included a grant from NSERC to fund a collaboration between the University of Victoria and IPA Canada to generate an antibody-based saliva diagnostic test that can be conducted at home, with results analyzed using a cell phone application providing real-time, confidential data to health authorities. The Company then received funding through TRANSVAC2, a European vaccine network, to support a collaboration with LiteVax BV to conduct pre-clinical trials for one of IPA’s vaccine candidates. Finally, IPA received the Biosciences CARES grant from the Department of Agriculture of the State of North Dakota for the amount of 1.5 million USD to support the discovery, development and testing of SARS-CoV-2 therapeutic candidates to help treat critically ill patients and to protect those that are at high risk of contracting COVID-19.

The SARS-CoV-2 programs are one aspect of Talem’s asset development. The aggressive advancement of Talem’s pipeline is a key priority for IPA, and the Company hopes to complete multiple commercial deals in Talem Therapeutics during the fiscal year 2021.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

STRATEGY AND OUTLOOK

Our management team has a passionate emphasis on initiatives designed to drive revenue, bolster internal assets and maximize shareholder value. We aim to continue to build on revenue and asset generation through internal development and well-informed, strategic acquisitions and joint ventures. Our strategy also includes growth through alliances and partnerships, within both our research (Talem) and service sectors, as well as potential new market sectors.

Operations

Our objective is to continue to aggressively expand our market share as we assist our partners with building their pipelines, expanding the volume and size of projects with our partners, and on-boarding new clients by actively introducing them to the benefits of extensive vendor consolidation, the routinely high success rates of our programs and fast turnaround times. We continue to possess a competitive advantage with our integrated end-to-end platform, coupled with a strong, scientific know-how, enabling us to navigate our partners through the process of discovery, development and manufacturing. Our ability to customize programs, yet maintain scientific rigor, enables our clients to access our global portfolio of services with confidence. Our personable and responsible global project management team and unified software ensures that our clients have program details at their fingertips, at any minute, in any time zone, with the security measures needed to ensure our clients’ peace of mind. The biologics market growth is driven by new products and expanded approvals for new indications. Most large pharmaceutical companies are already spending a large part of their R&D budget allocations on biopharmaceuticals. The production of supplies under GMP for R&D and clinical trials in this field is dominated by the use of disposable bioreactor systems, which are much smaller in size, and require less infrastructure investments, compared to larger stainless-steel facilities. IPA is actively seeking federal funding to engage in this area of increasing demand for GMP manufactured biologics.

Our strategy is supported by growing trends in pharma and finance. Global pharmaceutical companies are continuing to increase their share of reliance on CRO’s to improve the efficiency and cost of development, increase turnaround time, and access advanced and integrated expertise. When analyzing pharmaceutical outsourcing trends, from October 2019, several major drivers of the CRO industry growth were identified, including robust biopharmaceutical funding, accelerated drug approval rates, the growing number of clinical trials, and proliferation of biopharmaceutical companies without internal research and clinical capabilities¹.

In an attempt to streamline, many large pharmaceutical companies are limiting the number of external CRO vendors that can be contracted. This is particularly promising for those CROs that fill multiple niches in the discovery and manufacturing pipeline. In a recent estimate, the CRO industry alone was estimated to be $30 billion USD, and “highly fragmented… relatively few of full scale and breadth of service”¹.

The full breadth of services offered at IPA have enabled many of our clients to consolidate CRO vendors for outsourcing. We provide our clients with services ranging from antigen design, antibody discovery, lead selection, manufacturing, engineering and optimization. Upon advancing final, lead candidates, IPA is able to transfer valuable information for the technical process to third-party CDMO’s to assist with pre-clinical and clinical manufacturing processes. ImmunoPrecise views the downstream pre-clinical and clinical manufacturing space as logical markets for company expansion, given our high percentage of client retention, the ability to further consolidate client vendors, and the potential to continue to guide our clients closer to commercialization using the same project management teams, software and processes already established.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

The key players serving the therapeutic monoclonal antibodies market are Pfizer, GlaxoSmithKline, Novartis, Merck & Co., Amgen, Abbott Laboratories, AstraZeneca, Eli Lilly and Company, Mylan, Daiichi Sankyo Company, Bayer, Bristol Myers Squibb Co., Johnson & Johnson Services, Biogen, Thermo Fisher Scientific, Sanofi Genzyme, F. Hoffmann-La Roche, and Novo Nordisk². In 2016 alone, Novartis invested 9 billion USD and Pfizer invested 7.9 billion USD in R&D³. This is of little surprise given the global monoclonal antibody market was valued at USD 85.4 billion in 2015 and is expected to reach a value of USD 138.6 billion by 2024².

Ongoing, growing investments by pharma in R&D are expected to ramp up for antibodies given the rising prevalence of cancer and other chronic diseases4. In oncology, antibodies are viewed as the mainstay, as people move away from other types of therapies such as small molecules5. In recent years, the success of key pipeline drugs in the immuno-oncology space have been a key component of the record high capital market funding for the biotechnology sector¹.

ACQUISITION OF U-PROTEIN EXPRESS

On August 22, 2017, the Company completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

•	€2,734,732 (CAD$4,062,607) was paid in cash on closing;

•	3,030,503 common shares of the Company were issued on closing; and

•	€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As a result, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein.

The first deferred payment of €682,545 (CAD$1,049,754) has been made in cash during the year ended April 30, 2019, and the second deferred payment of €682,545 (CAD$1,007,435) has been made in cash during the year ended April 30, 2020.

The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

¹	Healthcare Insights Life Sciences, CRO Sector Fundamentals Remain Hot for M&A Consolidation, October 3, 2019.

²	Monoclonal Antibodies (mAbs) Market Size Worth $138.6 Billion By 2024, Nov. 2016

³	Monoclonal Antibody Market 2019-2025 Growth, Key Players, Size, Demands and Forecasts, April, 2019

⁴	Research Antibodies Market Size, Share & Trends Analysis Report By Product, By Type (Monoclonal, Polyclonal), By Technology, By Source, By Application (Oncology, Neurobiology), By End-use, And Segment Forecasts, 2018 – 2025, March, 2018

⁵	GEN, Antibody Discovery Looks Over the Horizon, Feb. 7, 2019.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020


	$
Cash		4,062,607
3,030,503 common shares of the Company		3,022,308
Fair value of deferred payments		2,134,410

Fair value of consideration		9,219,325

Cash		797,276
Amounts receivable		370,530
Unbilled revenue		112,815
Inventory		36,900
Investment		90,404
Equipment, net of accumulated amortization		216,161
Intellectual property (not deductible for tax purposes)		4,064,000
Goodwill (not deductible for tax purposes)		4,655,893
Accounts payable and accrued liabilities		(269,657	)
Income taxes payable		(44,197	)
Deferred income tax liability		(810,800	)

		9,219,325

ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”) and its sister entity, Immulease B.V. (“Immulease”), for an aggregate purchase price of €7,000,000 on terms as follows:

•	€2,500,000 (CAD$3,988,132) was paid in cash on closing;

•	6,600,399 common shares of the Company were issued on closing; and

•

€2,000,000 in deferred payments over a three-year period. The deferred payments were to be made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, a Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

IPA Europe changed its name from ModiQuest Research B.V. in April 2019.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. As a result, transaction costs of $36,821 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is allocated in its entirety to IPA Europe.

The first deferred payment of €666,666 (CAD$1,014,503), consisting of cash of €333,333 (CAD$507,000) and common shares of the Company with a fair value of $507,503, has been made during the year ended April 30, 2019. The second deferred payment, consisting of cash of €335,555 (CAD$518,534) and common shares of the Company with a fair value of $511,405, has been made during the three months ended July 31, 2020.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:


	$
Cash		3,988,132
6,600,399 common shares of the Company		4,884,295
Fair value of deferred payments		2,353,708

Fair value of consideration		11,226,135

Cash		270,339
Amounts receivable		572,427
Unbilled revenue		90,052
Inventory		2,286,995
Equipment, net of accumulated amortization		568,221
Software		30,974
Intangible assets (not deductible for tax purposes)		6,304,863
Goodwill (not deductible for tax purposes)		3,640,671
Accounts payable and accrued liabilities		(580,339	)
Deferred revenue		(22,897	)
Loans		(298,979	)
Deferred income tax liability		(1,636,192	)

		11,226,135

During fiscal year 2020, the Company reviewed the cost of the acquired phage libraries and identified the need to create an additional human phage library. This resulted in bifurcating the cost of the phage library into the costs to develop the proprietary process to create a phage library and the cost of the phage library acquired (Inventory). Accordingly, a reclassification was made between Inventory and Proprietary Processes of $1,815,395.

OVERALL PERFORMANCE

The Company’s continued focus on identifying and onboarding new clients seeking the breadth and depth of the end-to-end services offered, combined with continued growth to core existing client business, led to increases in both volume and financial value of contracts. As a result, revenues of $3,764,977 were achieved during the three months ended July 31, 2020 compared to revenues of $2,716,099 in 2019, a 39% increase in revenue for the period.

Revenue outlook remains positive for the second quarter of the 2021 fiscal year.

Adjusted EBITDA for the three months ending July 31, 2020 was $932,716. This is a significant improvement from the adjusted EBITDA of ($481,499) for the 2019 fiscal period. The improvement is a result of the increase in revenue and higher gross profit compared to the prior period. Adjusted EBITDA is a non-IFRS measure which is fully defined on page eleven of this document.

In the 2021 fiscal year, the goal of the organization is to grow sales revenue and expand our brand awareness.

This focus is consistent with the ‘leading with our scientists’ philosophy, which is resonating with our clients from both diagnostic and, in particular, the therapeutic market segment. The Company is also expanding its commitment to research and development initiatives aimed at introducing new services through both internal development as well as through partnerships. To achieve the best results from its investments, the Company continues to add key scientific and management personnel to its team.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

To support management and the Board of Directors in exercising oversight, the Company has implemented information systems for marketing and sales automation and customer relationship management, as well as accounting and financial reporting, resource planning and project management. Comprehensive operational and management reporting capabilities are being implemented with a view to effectively support a geographically dispersed organization allowing managers access to company data globally.

With the aid of a third-party HR consulting firm, significant effort was applied to strengthening and aligning the

Company’s human resources by:

•

Stabilizing staffing for sales growth going forward: Remuneration and incentive systems have been aligned with targeted revenue and gross profit performance, and operational roles and responsibilities have been focused on managing demand.

•

Leadership and operational alignment: The Company has made changes and updated job descriptions, compensation plans, and other reward and recognition systems, and is implementing career planning and development mechanisms and job performance and quality measures.

Future growth will provide opportunities for company personnel to develop new skills and abilities to tackle eventual challenges in a growing company.

RESULTS OF OPERATIONS

The Company achieved revenues of $3,764,977 during the three months ended July 31, 2020, compared to revenues of $2,716,099 in 2019. This represents a 39% increase in revenue for the period. The increasing revenue trend is due to increases in both volume and financial values of client contracts as a result of continued focus on expanding the breadth and depth of services offered, new client onboarding including top pharma companies, and growing its core existing client business.

During the three months ended July 31, 2020, the Company achieved a gross profit of $2,410,326, compared to $1,376,406 in 2019. In percentage terms, the Company’s gross profit increased to 64% in the three months ended

July 31, 2020 from 51% in 2019. The higher gross profit in the current fiscal period was primarily a result of the Company implementing a new ERP system that tracks project costs in more detail than historical methods.

The Company recorded a net loss of $549,318 during the three months ended July 31, 2020, compared to net loss of $2,012,198 for the three months ended July 31, 2019, primarily due to higher gross profit and an increase in Other Income as a result of being awarded research grants.

Variances of note in the Company’s expenses include:

•

Advertising and promotion fees of $33,306 in 2020 (2019 - $117,200) declined compared to 2019 as a result of scientific conferences being postponed due to the pandemic and during 2019 the company incurred higher costs to support the Company’s initiatives focused on business development, marketing and branding programs.

•

Amortization expense increased to $677,887 from $547,841 in 2019 due to the additional amortization of intangible assets recorded, as a result of the reclassification made between Inventory and Proprietary Processes of $1,815,395.

•

$148,959 of the management fees were attributed to accruing an estimate of profit-sharing to the former shareholders of U-Protein, as part of the acquisition agreement. The profit-sharing payout is a three-year, annual obligation, with declining percentage of profit sharing. Beginning August 24, 2020, the profit-sharing payout for U-Protein will cease and the Company will be under no further obligations to share profits with the former shareholders of U-Protein. An accrual of estimated profit sharing was not made as of July 31, 2019.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

•

Office and general expenses decreased to $148,160 from $223,335 in 2019. The expenses were higher in 2019 as the Company implemented new information systems.

•

Research and development increased to $309,213 from $167,260 in 2019, due to the extensive R&D the Company is undertaking on projects related to COVID-19.

•

Salaries and benefits expense increased to $1,351,232 from $1,096,244 in 2019. Key leaders and technical employees were added to the team during FY20 to aid in executing the company’s strategies. The increase in salaries and benefits is due to the fully staffed salaries and benefits in addition to routine salary adjustments and accrual of target incentive compensation.

•

The Company recorded a share-based payments expense of $97,273 (2019—$285,995) as a result of the vesting of the stock options granted during the previous fiscal years versus more stock options vested during the three months ended July 31, 2019. The option plan is aimed to align staff to the future company growth plans.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:


	Three Months Ended ($)
	July 31,			April 30,			January 31,			October 31,
	2020			2020			2020			2019
Total revenue		3,764,977			4,145,023			4,034,440			3,162,365
Net loss		(549,318	)		(945,846	)		(625,837	)		(1,363,545	)
Basic and diluted loss per share*		(0.01	)		(0.01	)		(0.01	)		(0.02	)

	Three Months Ended ($)
	July 31,			April 30,			January 31,			October 31,
	2019			2019			2019			2018
Total revenue		2,716,099			2,641,109			2,695,583			2,716,791
Net (loss)		(2,012,198	)		(3,842,317	)		(1,187,056	)		(1,485,732	)
Basic and diluted loss per share*		(0.03	)		(0.06	)		(0.02	)		(0.02	)

*	The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the condensed interim consolidated financial statements and accompanying notes for the three months ended July 31, 2020.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures include adjusted operating EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted operating EBITDA as operating earnings before interest, accretion, taxes, depreciation, amortization, share-based compensation, foreign exchange gain/loss, and asset impairment charges. Adjusted operating EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted operating EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance.

The Company defines adjusted operating expenses as operating expenses before taxes, interest, share-based compensation, depreciation, amortization, accretion, foreign exchange loss (gain), and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The non-IFRS measures are reconciled to reported IFRS figures in the tables below:


	July 31,			July 31,
	2020			2019
	$			$
Net loss		(549,318	)		(2,012,198	)
Income taxes (recovery)		181,007			(4,055	)
Amortization and depreciation expense		911,923			702,284
Accretion		101,145			552,893
Foreign exchange loss (gain)		20,256			(112,976	)
Interest expense		169,806			118,960
Interest and other income (expense)		624			(12,402	)
Share-based payments		97,273			285,995

Adjusted EBITDA		932,716			(481,499	)


	July 31,			July 31,
	2020			2019
	$			$
Operating expenses		(3,384,152	)		(2,852,168	)
Amortization and depreciation expense		677,887			547,841
Foreign exchange loss (gain)		20,256			(112,976	)
Interest expense		169,806			118,960
Share-based payments		97,273			285,995

Adjusted Operating Expenses		(2,418,930	)		(2,012,348	)

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

FINANCING ACTIVITIES

On September 26, 2019, the Company modified the terms of $2,750,000 debentures to extend the due date by 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increased the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

On March 26, 2020, the Company settled $700,000 of the $2,750,000 debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares. The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031. $50,000 of the Debentures were paid on maturity. The maturity date of the remaining debentures of $2,000,000 was extended to September 26, 2020. The Company repaid the remaining balance of $2,000,000 plus interest during the three months ended July 31, 2020.

On April 15, 2020, the Company was approved for a US$209,000 loan under the Payroll Protection Program (“PPP”) administered by the U.S. Small Business Administration. The loan accrues interest at 1% per annum and is repayable in monthly installments of US$11,761 starting in November 2020 until April 2022. The PPP is a US$349 billion loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and is guaranteed by the U.S. Small Business Administration. The loan will be forgiven if the proceeds are used by the Company to cover payroll costs (including benefits), with up to 25% allowed for rent and utilities, during the eight-week period following the loan origination date. The Company expects to meet the requirements for full loan forgiveness and will apply for lender forgiveness after the required September 30, 2020 federal and state employment related filings are complete.

During the year ended April 30, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500.

During the year ended April 30, 2020, the Company issued 680,971 common shares pursuant to exercise of warrants for total gross proceeds of $476,679.

On May 1, 2020, the Company issued 664,163 common shares pursuant to the second deferred payment for the acquisition of IPA Europe. The common shares were valued at $511,405.

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2,592,000. On May 27, 2020, the Company issued an additional $35,000 of the 10% New Debentures. In total, the Company issued $2,627,000 of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable at maturity. The maturity date is May 15, 2022 for $2,592,000 of the New Debentures and May 22, 2022 for $35,000 of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $0.85 per share. The Company may force convert the principal amount of the New Debentures at $0.85 per share if the average closing price is equal to or greater than $1.50 for 20 trading days. The Company paid finders cash commissions totaling $82,580 and incurred legal and filing fees of $29,331.

During the three months ended July 31, 2020, the Company issued 180,900 common shares pursuant to exercise of stock options for total gross proceeds of $137,845.

During the three months ended July 31, 2020, the Company issued 3,305,500 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $3,513,275.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company adjusts to its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

As at July 31, 2020, the Company held cash of $6,062,177 (April 30, 2020 – $2,605,706) and had working capital of $5,396,295 (April 30, 2020 – deficiency $230,325). During the three months ended July 31, 2020, the cash provided by operating activities was $408,384. As part of the investing activities, the Company made equipment purchases of $10,566, incurred internally generated development costs of $21,049, and made a deferred acquisition payment of $518,534. As part of the financing activities, the Company received $3,651,120 from exercise of stock options and warrants, received convertible debenture proceeds net of transaction costs of $2,201,821, offset by lease repayments of $267,103, loan repayments of $15,753 and debenture repayments of $2,000,000.

The Company’s condensed interim consolidated financial statements have been prepared based on accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $549,318 for the three months ended July 31, 2020 and has accumulated a deficit of $23,027,970 as at July 31, 2020. The Company may need to raise additional funds in order to continue as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations.

In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the consolidated financial statements.

As at July 31, 2020, the Company does not have any commitments for capital expenditures.

CAPITAL EXPENDITURES

The Company made equipment purchases of $10,566 during the three months ended July 31, 2020 (2019 - $70,894). During the three months ended July 31, 2020, the Company also incurred internally generated development costs of $21,049 (2019 - $10,621).

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, CBO; Dr. Yasmina Abdiche, CSO; and Former Employees: Natasha Tsai, CFO; Charles Wheelock, CTO; Reginald Beniac, Chief Operating Officer; Oren Beske, President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, Director of U-Protein; Jos Raats, President and CEO of IPA Europe; and Directors of the Company. During the three months ended July 31, 2020 and 2019, the compensation for key management is as follows:


	2020		2019
	$		$
Management fees⁽¹⁾		15,737		45,148
Salaries and other short-term benefits⁽²⁾		603,895		485,845
Severance⁽³⁾		62,768		—
Share-based payments		90,701		264,882

		773,101		795,875

⁽¹⁾	The charge includes management fees paid to Dr. Martin Hessing, a former Director of U-Protein.

⁽²⁾	The charge includes salaries and benefits paid to current key management and former management that includes Charles Wheelock.

⁽³⁾	The charge includes severance paid to Charles Wheelock.

At July 31, 2020, included in accounts payable and accrued liabilities is $590,197 (April 30, 2020—$412,188) due to related parties.

During the year ended April, 30, 2020, a company controlled by Martin Hessing, a former Director of U-Protein, sold certain equipment to U-Protein for a cash consideration of €25,000.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

OUTSTANDING SHARE DATA

The Company’s outstanding share information as at September 28, 2020 is as follows:


Security	Number			Exercise Price		Expiry date
Issued and outstanding common shares		79,976,725			NA		NA
Common shares to be issued		2,328,646	⁽¹⁾		NA		NA
Stock options		200,000		$	1.00		October 1, 2021
Stock options		230,000		$	0.30		December 20, 2021
Stock options		872,500		$	1.01		September 18, 2022
Stock options		250,000		$	0.65		January 3, 2023
Stock options		700,000		$	0.47		February 7, 2023
Stock options		50,000		$	1.01		March 3, 2023
Stock Options		250,000		$	1.50		August 13, 2023
Stock options		95,000		$	0.95		September 24, 2023
Stock options		100,000		$	0.82		November 7, 2023
Stock options		1,250,000		$	1.00		December 31, 2023
Stock options		300,000		$	0.76		January 7, 2024
Stock options		15,000		$	1.00		January 11, 2024
Stock options		250,000		$	0.76		April 1, 2024
Stock options		250,000		$	0.475		October 1, 2024
Stock options		150,000		$	0.50		October 3, 2024
Stock options		1,350,000		$	1.70		September 1, 2025
Warrants		1,038,000		$	1.25		October 25, 2020
Warrants		5,310,971		$	0.70		March 26, 2022
Total		94,966,842

⁽¹⁾	These relate to 2,328,646 common shares to be issued pursuant to exercise of warrants and in process by the transfer agent.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

SUBSEQUENT EVENTS

Subsequent to July 31, 2020 and on August 13, 2020, the Company issued 250,000 stock options with an exercise price of $1.50 that vest 25% every three months with an expiration date of August 13, 2023.

Subsequent to July 31, 2020 and on September 1, 2020, the Company granted 1,350,000 stock options at a price of $1.70 that vest 33.3% every six months with an expiration date of September 1, 2025.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

Amounts receivable

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. Credit risks for outstanding customer receivables are regularly assessed and allowances are recorded for estimated losses, if required.

Equipment

The Company has used estimates in the determination of the expected useful lives of equipment and leasehold improvements.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labor, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash generating units” or “CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed, and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to two different CGUs. The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2020 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. Weighted average costs of capital of 16.33% and 12.26%, respectively, was used in the assessments of the two CGUs.

Determination of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ results are reviewed by the Company’s management in order to make decisions regarding the allocation of resources to the segment. Segment results include items directly attributable to a segment as those that can be allocated on a reasonable basis.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

As the Company provides antibody production and related services in one distinct segment.

Life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods.

Purchase price allocation

The acquisition of U-Protein on August 22, 2017 and the acquisition of IPA Europe and Immulease on April 5, 2018 were accounted for as business combinations at fair value in accordance with IFRS 3, Business Combinations. The acquired assets and assumed liabilities were adjusted to their fair values assigned through completion of a purchase price allocation, as described below.

The purchase price allocation process resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company uses valuation techniques, which are generally based on forecasted future net cash flows discounted to present value and relies on work performed by third-party valuation specialists. These valuations are closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

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IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

On the date of transition, the Company recorded a right-of-use asset of $1,668,533 related to the office rent in property and equipment, and the lease obligation of $1,723,277 was recorded as at May 1, 2019, discounted using the Company’s incremental borrowing rate of 8%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as a deficit adjustment of $54,744 on May 1, 2019.

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the three months ended July 31, 2020 and this accompanying MD&A.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, convertible debentures, loans payable, leases and deferred acquisition payments. The fair value of investment is determined based on “Level 1” inputs which consist of quoted prices in active markets for identical assets. As at July 31, 2020, the Company believes that the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, deferred payments, debentures, convertible debentures, and loans payable approximate their fair values because of their nature and relatively short maturity dates or durations.

RISKS AND UNCERTAINTIES

Research and Development and Product Development

IPA is a life science company that makes customized antibodies and is engaged in the research and product development of new processes, procedures and innovative approaches to the antibody production and new antibodies. The Company has been engaged in such research and development activities for over 20 years and has had significant success. Continued investment in retaining key scientific staff as well as an ongoing commitment in research and development activities will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime, B cell Select, DeepDisplay and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies.

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

Custom Products

The Company is reliant on the development, marketing and sale of its current custom monoclonal and polyclonal antibodies. If it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new customers.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, its ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies. To mitigate this, the Company is making investments in new methods, technology and facilities.

Competition

IPA may face significant competition in selling its products and services. Many competitors may have substantial marketing, financial, development and personnel resources. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy customer demands, (ii) superior customer service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and customer support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of IPA’s products or level of service to customers or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations.

Customer reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the acquisitions translate to spreading the IPA footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Intellectual Property Protection

Although IPA is developing its patent portfolio, IPA’s intellectual property is still protected primarily through trade secrets and copyright protection. The Company takes steps to document and protect its trade secrets and authorship of works protectable by copyright. However, there is no guarantee that such steps protect against the disclosure of confidential information, rights of employees, or that legal actions would provide sufficient remedy for any breach. Additionally, IPA’s trade secrets might otherwise become known or be independently developed by competitors. If the Company’s internal information and knowledge cannot be protected, the business might be adversely affected.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business is dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and animal care standards and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality standards that customers expect of the Company’s products and services. There is no assurance that the Company will be able to expand and operate such state-of-the-art laboratory services and recruit and retain qualified staff.

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED JULY 31, 2020

Financial and Regulatory Risks

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company’s ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

Pandemic Risk

A new Coronavirus, known as SARS-CoV-2 and causing a disease called COVID-19, which has proved to be highly contagious, emerged in Wuhan, China at the end of 2019. Since the future course and duration of the COVID-19 outbreak are unknown, the Company is currently unable to determine whether the outbreak will have a negative effect on the Company’s results in the Second quarter of 2021 and beyond. There has been minimal impact on results through July 31, 2020, and the Company has not experienced negative impact on client sales or the supply chain. The Company’s sales, operations and financial performance could suffer given a potential rapidly spreading virus. Internally, the virus may infect its employees resulting in operating at lower productivity levels or even a complete laboratory shutdown. The Company’s business is dependent on its laboratories to produce its products and services which if not operating will impact the financial performance of the company and its ability to meet its obligations. The Company has diversified geographic locations with the ability to perform similar services at other sites. In addition, certain roles have the ability to work remotely and the Company has business interruption insurance which may aid in the recovery of lost profits. External factors may also contribute to this risk, such as the impact of a pandemic on the Company’s clients and suppliers.

FURTHER INFORMATION:

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

Exhibit 99.97

LOGO

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2020 AND 2019

(Unaudited – Expressed in Canadian Dollars)

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited – Expressed in Canadian Dollars)


			July 31,			April 30,
			2020			2020
	Note		$			$
ASSETS
Current assets
Cash				6,062,177			2,605,706
Amounts receivable				3,599,869			2,491,636
Taxes receivable				—			88,549
Inventory				1,017,677			818,643
Unbilled revenue				1,868,097			1,168,317
Prepaid expenses				447,106			526,591

				12,994,926			7,699,442
Restricted cash				84,457			85,129
Deposit on equipment				—			87,847
Investment		7		127,394			118,896
Property and equipment		8		3,651,390			3,077,762
Intangible assets		5, 6, 9		8,229,778			8,285,392
Goodwill		5, 6		8,332,782			7,908,653

Total assets				33,420,727			27,263,121

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities				2,316,814			1,766,058
Taxes payable				171,429			—
Deferred revenue				2,328,007			1,474,750
Debentures		10		—			2,000,000
Loans payable		11		107,287			121,833
Leases		13		698,715			752,306
Deferred acquisition payments		5, 6		1,976,379			1,814,820

				7,598,631			7,929,767
Debenture subscriptions received		12		—			313,268
Loans payable		11		189,099			190,306
Convertible debentures – liability component		12		2,341,765			—
Leases		13		1,687,957			1,131,744
Deferred acquisition payments		5, 6		—			1,010,620
Deferred income tax liability				1,687,468			1,601,577

				13,504,920			12,177,282

SHAREHOLDERS’ EQUITY
Share capital		14		38,401,865			34,086,942
Convertible debentures – equity component		12		204,523			—
Contributed surplus		14		3,722,646			3,777,771
Accumulated other comprehensive income (loss)				614,743			(300,222	)
Deficit				(23,027,970	)		(22,478,652	)

				19,915,807			15,085,839

Total liabilities and shareholders’ equity				33,420,727			27,263,121

Nature of operations (Note 1)

Subsequent events (Notes 14 and 18)

Approved and authorized on behalf of the Board of Directors on September 28, 2020


“James Kuo”		Director		“Greg Smith”		Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)


			2020			2019
	Note		$			$
REVENUE				3,764,977			2,716,099
COST OF SALES				1,354,651			1,339,693

GROSS PROFIT				2,410,326			1,376,406

EXPENSES
Advertising				33,306			117,200
Amortization and depreciation		8, 9		677,887			547,841
Bad debt recovery				(15,775	)		—
Consulting fees				37,421			22,340
Foreign exchange loss (gain)				20,256			(112,976	)
Insurance				35,692			20,531
Interest and bank charges				169,806			118,960
Management fees		15		196,539			45,148
Office and general				148,160			223,335
Professional fees				187,674			149,720
Rent				96,656			41,165
Repairs and maintenance				8,439			—
Research and development				309,213			167,260
Salaries and benefits		15		1,351,232			1,096,244
Share-based payments		14, 15		97,273			285,995
Telephone and utilities				12,973			10,100
Travel				17,400			119,305

				3,384,152			2,852,168

Loss before other income (expense) and income taxes				(973,826	)		(1,475,762	)

OTHER INCOME (EXPENSE)
Accretion		5, 6, 10, 12		(101,145	)		(552,893	)
Grant income and subsidy				707,284			—
Other expense				(624	)		12,402

				605,515			(540,491	)

Loss before income taxes				(368,311	)		(2,016,253	)
Income taxes (expense) recovery				(181,007	)		4,055

NET LOSS FOR THE PERIOD				(549,318	)		(2,012,198	)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO LOSS
Exchange difference on translating foreign operations				914,965			(602,604	)

COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD				365,647			(2,614,802	)

LOSS PER SHARE – BASIC AND DILUTED				(0.01	)		(0.03	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING				72,414,998			67,982,923

The accompanying notes are an integral part of these condensed interim consolidated financial statements

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited – Expressed in Canadian dollars, except for share figures)


								Convertible					Accumulated
								Debentures					Other
			Share		Subscriptions			– Equity		Contributed			Comprehensive
	Number of		Capital		Received			Component		Surplus			(Loss) Income			Deficit			Total
	Shares		$		$			$		$			$			$			$
Balance, April 30, 2019		67,939,445		32,699,425		—			—		3,074,192			(228,060	)		(17,476,482	)		18,069,075
Adoption of IFRS 16 (Note 4)		—		—		—			—		—			—			(54,744	)		(54,744	)

Balance, May 1, 2019		67,939,445		32,699,425		—			—		3,074,192			(228,060	)		(17,531,226	)		18,014,331
Subscriptions received		—		—		1,500			—		—			—			—			1,500
Shares issued pursuant to option exercise		50,000		26,355		—			—		(11,355	)		—			—			15,000
Share-based payments		—		—		—			—		285,995			—			—			285,995
Comprehensive loss for the period		—		—		—			—		—			(602,604	)		(2,012,198	)		(2,614,802	)

Balance, July 31, 2019		67,989,445		32,725,780		1,500			—		3,348,832			(830,664	)		(19,543,424	)		15,702,024
Shares issued pursuant to settlement of Debentures and accrued interest		1,244,792		858,906		—			—		—			—			—			858,906
Shares issued pursuant to option exercise		5,000		2,635		(1,500	)		—		(1,135	)		—			—			—
Shares issued pursuant to warrant exercise		680,971		499,621		—			—		(22,942	)		—			—			476,679
Share-based payments		—		—		—			—		453,016			—			—			453,016
Comprehensive loss for the period		—		—		—			—		—			530,442			(2,935,228	)		(2,404,786	)

Balance, April 30, 2020		69,920,208		34,086,942		—			—		3,777,771			(300,222	)		(22,478,652	)		15,085,839
Shares issued pursuant to deferred acquisition payment to IPA Europe		664,163		511,405		—			—		—			—			—			511,405
Shares issued pursuant to option exercise		180,900		237,044		—			—		(99,199	)		—			—			137,845
Shares issued pursuant to warrant exercise		3,305,500		3,566,474		—			—		(53,199	)		—			—			3,513,275
Convertible debentures		—		—		—			204,523		—			—			—			204,523
Share-based payments		—		—		—			—		97,273			—			—			97,273
Comprehensive income (loss) for the period		—		—		—			—		—			914,965			(549,318	)		365,647

Balance, July 31, 2020		74,070,771		38,401,865		—			204,523		3,722,646			614,743			(23,027,970	)		19,915,807

The accompanying notes are an integral part of these condensed interim consolidated financial statements

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)


	2020			2019
	$			$
Operating activities:
Net loss for the period		(549,318	)		(2,012,198	)
Items not affecting cash:
Amortization and depreciation		911,923			702,284
Deferred income taxes		—			(55,140	)
Accretion		101,145			552,893
Foreign exchange		110,932			(118,983	)
Share-based payments		97,273			285,995

		671,955			(645,149	)
Changes in non-cash working capital related to operations:
Amounts receivable		(1,108,233	)		217,161
Inventory		(199,034	)		101,746
Unbilled revenue		(699,780	)		155,970
Prepaid expenses		79,485			15,172
Accounts payable and accrued liabilities		550,756			(319,074	)
Taxes payable and receivable		259,978			141,532
Deferred revenue		853,257			89,128

Net cash provided by (used in) operating activities		408,384			(243,514	)

Investing activities:
Purchase of equipment		(10,566	)		(70,894	)
Internally generated development costs		(21,049	)		(10,621	)
Deferred acquisition payment		(518,534	)		—

Net cash used in investing activities		(550,149	)		(81,515	)

Financing activities:
Proceeds on share issuance		3,651,120			15,000
Subscriptions received		—			1,500
Repayment of leases		(267,103	)		(105,075	)
Loan repayments		(15,753	)		(20,398	)
Proceeds from convertible debentures, net of transaction costs		2,201,821			—
Repayment of debentures		(2,000,000	)		—

Net cash provided by financing activities		3,570,085			(108,973	)

Increase (decrease) in cash during the period		3,428,320			(434,002	)
Foreign exchange		27,479			(116,311	)
Cash – beginning of the period		2,690,835			5,539,100

Cash – end of the period		6,146,634			4,988,787

Cash is comprised of:
Cash		6,062,177			4,951,871
Restricted cash		84,457			36,916

		6,146,634			4,988,787

Cash paid for interest		61,644			1,196
Cash paid for income tax		10,088			30,315

Supplemental cash flow information (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the “Company” or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 life science issuer under the trading symbol “IPA”. The Company’s OTC symbol is “IPATF”. The Company is a supplier of custom hybridoma development services. The address of the Company’s corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations. The Company has incurred operating losses since inception, including $549,318 for the three months ended July 31, 2020 and has accumulated a deficit of $23,027,970 as at July 31, 2020. The Company may need to raise additional funds in order to continue on as a going concern and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and profitability of its operations.

In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the Company’s ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the condensed interim consolidated financial statements.

2.	BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended April 30, 2020. They do not include all the information required for complete annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and therefore should be read together with the audited annual financial statements for the year ended April 30, 2020.

These condensed interim consolidated financial statements were approved by the Board of Directors for issue on September 28, 2020.

(b) Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

(c) Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:


Name of Subsidiary	% Equity Interest - 2020			% Equity Interest - 2019			Country of Incorporation
ImmunoPrecise Antibodies (Canada) Ltd.		100	%		100	%	Canada
ImmunoPrecise Antibodies (USA) Ltd.		100	%		100	%	USA
ImmunoPrecise Antibodies (N.D.) Ltd.		100	%		100	%	USA
ImmunoPrecise Antibodies (MA) LLC		100	%		100	%	USA
Talem Therapeutics LLC		100	%		100	%	USA
U-Protein Express B.V. (“U-Protein”)		100	%		100	%	Netherlands
ImmunoPrecise Netherlands B.V.		100	%		100	%	Netherlands
ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”, formerly ModiQuest Research B.V.)		100	%		100	%	Netherlands
Immulease B.V. (“Immulease”)		100	%		100	%	Netherlands

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

The Company incorporated a new subsidiary, ImmunoPrecise Antibodies (USA) Ltd., in Delaware, USA on September 11, 2019.

(d) Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

The functional currency of the Company and ImmunoPrecise Antibodies (Canada) Ltd. is the Canadian dollar. The functional currency of ImmunoPrecise Antibodies (USA) Ltd., ImmunoPrecise Antibodies (N.D.) Ltd., ImmunoPrecise Antibodies (MA) LLC and Talem Therapeutics LLC is the US dollar. The functional currency of U-Protein, ImmunoPrecise Netherlands BV, IPA Europe and Immulease is the Euro. The presentation currency of the Company is the Canadian dollar.

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

3.	ADOPTION OF NEW ACCOUNTING STANDARDS

The Company has adopted the following new standards, along with any consequential amendments, effective May 1, 2019. These changes were made in accordance with the applicable transitional provisions.

The Company adopted all of the requirements of IFRS 16, Leases (“IFRS 16”) as of May 1, 2019. IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch up adjustment is recorded on May 1, 2019 for any differences identified, including adjustments to opening deficit balance.

The Company analyzed its contracts to identify whether they contain a lease arrangement for the application of IFRS 16. The following is the Company’s new accounting policy for leases under IFRS 16:

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

4.	CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Significant areas requiring the use of estimates and judgments are as follows:

Functional currency

The Company has used judgment in determining the currency of the primary economic environment in which the entity operates.

Amounts receivable

Property and equipment

The Company has used estimates in the determination of the expected useful lives of property and equipment.

Revenue recognition

The percentage-of-completion method requires the use of estimates to determine the stage of completion which is used to determine the recorded amount of revenue, unbilled revenue and deferred revenue on uncompleted contracts. The determination of anticipated revenues includes the contractually agreed revenue and may also involve estimates of future revenues if such additional revenues can be reliably estimated and it is considered probable that they will be recovered. The determination of anticipated costs for completing a contract is based on estimates that can be affected by a variety of factors, including the cost of materials, labour, and sub-contractors. The determination of estimates is based on the Company’s business practices as well as its historical experience.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment-based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The Company performed its annual goodwill impairment test in April 2020 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on hgarristorical data from both internal and external sources. Weighted average costs of capital of 16.33% and 12.26%, respectively, was used in the assessments of the two CGUs.

Determination of segments

As the Company provides antibody production and related services in one distinct segment.

Life of intangible assets

Purchase price allocation

The purchase price allocation process resulting from a business combination required management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed including the deferred acquisition payment obligations. The Company used valuation techniques, which were based on forecasted future net cash flows discounted to present value, and also relied on work performed by third-party valuation specialists. These valuations were closely linked to the assumptions used by management on the future performance of the related assets and the discount rates applied.

5.	ACQUISITION OF U-PROTEIN

On August 22, 2017, the Company completed the acquisition of U-Protein whereby the Company acquired all of the issued and outstanding shares of U-Protein for €6,830,000 on terms as follows:

•

€2,734,732 (CAD$4,062,607) was paid in cash on closing;

•

3,030,503 common shares of the Company were issued on closing; and

•

€2,047,634 in deferred payments over a three-year period. The deferred payments can be made in cash or common shares of the Company at the election of U-Protein shareholders.

The transaction was accounted for as a business combination, as the operations of U-Protein meet the definition of a business. As the transaction was accounted for as a business combination, transaction costs of $17,717 were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of U-Protein. Goodwill recorded is allocated in its entirety to U-Protein. The fair value of the 3,030,503 common shares issued ($3,022,308) was determined based on the Canadian dollar equivalent of the consideration required of €2,047,634 pursuant to the share purchase agreement. The Company has allocated the purchase price as follows:

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)


	$
Cash		4,062,607
3,030,503 common shares of the Company		3,022,308
Fair value of deferred payments		2,134,410

Fair value of consideration		9,219,325

Cash		797,276
Amounts receivable		370,530
Unbilled revenue		112,815
Inventory		36,900
Investment		90,404
Equipment, net of accumulated amortization		216,161
Intellectual property (not deductible for tax purposes)		4,064,000
Goodwill (not deductible for tax purposes)		4,655,893
Accounts payable and accrued liabilities		(269,657	)
Income taxes payable		(44,197	)
Deferred income tax liability		(810,800	)

		9,219,325

The deferred payments of €2,047,634 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 16.2% was used. The changes in the value of the deferred payments during the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:


	$
Balance, April 30, 2019		1,562,696
Accretion expense		350,137
Payment		(1,007,435	)
Foreign exchange		26,130

Balance, April 30, 2020		931,528
Accretion expense		36,983
Foreign exchange		47,541

Balance, July 31, 2020		1,016,052

6.	ACQUISITION OF IPA EUROPE AND IMMULEASE

On April 5, 2018, the Company acquired all of the issued and outstanding shares of IPA Europe and its sister entity, Immulease, for an aggregate purchase price of €7,000,000 on terms as follows:

•

€2,500,000 (CAD$3,988,132) was paid in cash on closing;

•

6,600,399 common shares of the Company were issued on closing; and

•

€2,000,000 in deferred payments over a three-year period. The deferred payments are made in three equal installments of cash and equity totaling €666,666 and prorated if the EBITDA of IPA Europe for the fiscal year preceding the date of payment is less than its average EBITDA over the previous two fiscal years. During the year ended April 30, 2019, the Company and the seller entered into an Amendment, Termination and Settlement Agreement whereby the deferred payments shall no longer be subject to an adjustment and will be paid in equal installments of cash and equity totaling €666,666.

The transaction was accounted for as a business combination, as the operations of IPA Europe and Immulease meet the definition of a business. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets represented the sales and growth potential of IPA Europe. Goodwill recorded is

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

allocated in its entirety to IPA Europe. The fair value of the 6,600,399 common shares issued ($4,884,295) was determined to be $0.74 per share based on the fair value of the Company’s shares immediately prior to the completion of the acquisition. The Company has allocated the purchase price as follows:


	$
Cash		3,988,132
6,600,399 common shares of the Company		4,884,295
Fair value of deferred payments		2,353,708

Fair value of consideration		11,226,135

Cash		270,339
Amounts receivable		572,427
Unbilled revenue		90,052
Inventory		2,286,995
Equipment, net of accumulated amortization		568,221
Software		30,974
Intangible assets (not deductible for tax purposes)		6,304,863
Goodwill (not deductible for tax purposes)		3,640,671
Accounts payable and accrued liabilities		(580,339	)
Deferred revenue		(22,897	)
Loans		(298,979	)
Deferred income tax liability		(1,636,192	)

		11,226,135

The deferred payments of €2,000,000 over a three-year period was fair valued on the date of acquisition using a discounted cash flow model. A discount rate of 14% was used. The changes in the value of the deferred payments during the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:


	$
Balance, April 30, 2019		1,501,285
Accretion expense		382,928
Foreign exchange		9,699

Balance, April 30, 2020		1,893,912
Accretion expense		32,963
Repayment		(1,029,939	)
Foreign exchange		63,391

Balance, July 31, 2020		960,327

7.	INVESTMENT

Investment consists of a 29% (2019 – 29%) interest in QVQ Holding B.V. (“QVQ”), which is recorded using the equity method, being the best approximation of the investment’s fair value. Judgment is required as to the extent of influence that the Company has over QVQ. The Company considered the extent of voting power over the entity, the power to participate in financial and operating policy decisions of the entity, representation on the board of directors, material transactions between the entities, interchange of management personnel, and provision of essential technical information. The Company has determined that the Company is not considered to have significant influence over QVQ, as the Company does not have the power to participate in financial and operating policy decisions, does not have representation on the Board of Directors of QVQ, and the majority of the common shares are held by QVQ management.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

8.	PROPERTY AND EQUIPMENT


	Computer Hardware			Furniture & Equipment			Computer Software			Building			Automobile		Leasehold Improvements			Lab Equipment			Total
	$			$			$			$			$		$			$			$
Cost:
Balance, April 30, 2019		110,997			111,065			130,015			—			—		393,421			3,369,010			4,114,508
IFRS 16 transition adjustment		—			—			—			1,668,533			—		—			—			1,668,533
Additions		16,999			—			—			905,225			48,997		6,495			350,260			1,327,976
Disposals		(73,697	)		(75,052	)		(80,193	)		(196,325	)		—		(49,221	)		(633,152	)		(1,107,640	)
Foreign exchange		—			—			97			6,166			972		—			12,367			19,602

Balance, April 30, 2020		54,299			36,013			49,919			2,383,599			49,969		350,695			3,098,485			6,022,979
Additions		2,236			—			—			—			—		—			865,902			868,138
Foreign exchange		(28	)		—			1,605			78,082			2,680		—			119,011			201,350

Balance, July 31, 2020		56,507			36,013			51,524			2,461,681			52,649		350,695			4,083,398			7,092,467

Accumulated Depreciation:
Balance, April 30, 2019		88,135			85,636			48,789			—			—		205,816			2,047,583			2,475,959
Depreciation		23,016			7,194			66,198			696,948			7,145		69,273			497,409			1,367,183
Disposals		(73,697	)		(75,052	)		(80,193	)		—			—		(49,221	)		(633,152	)		(911,315	)
Foreign exchange		—			—			170			3,366			142		—			9,712			13,390

Balance, April 30, 2020		37,454			17,778			34,964			700,314			7,287		225,868			1,921,552			2,945,217
Depreciation		8,085			1,781			1,972			175,123			3,291		17,534			184,902			392,688
Foreign exchange		—			—			801			20,739			390		—			81,242			103,172

Balance, July 31, 2020		45,539			19,559			37,737			896,176			10,968		243,402			2,187,696			3,441,077

Net Book Value:
April 30, 2020		16,845			18,235			14,955			1,683,285			42,682		124,827			1,176,933			3,077,762
July 31, 2020		10,968			16,454			13,787			1,565,505			41,681		107,293			1,895,702			3,651,390

9.	INTANGIBLE ASSETS

The intangible assets were acquired as a result of the acquisitions of U-Protein and IPA Europe and are amortized using the straight-line method over their useful lives. The intellectual property has a useful life of 10 years, and the proprietary processes have a useful life of 5 years. The internally generated development costs will commence amortizing once the development process is ready to be used. The changes in the value of the intangible assets during the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:


	Internally Generated Development Costs		Intellectual Property		Proprietary Processes		Certifications		Total
	$		$		$		$		$
Cost:
Balance, April 30, 2019		—		4,145,225		7,740,010		139,707		12,024,942
Additions		114,042		—		—		—		114,042
Foreign exchange		533		13,464		25,140		454		39,591

Balance, April 30, 2020		114,575		4,158,689		7,765,150		140,161		12,178,575
Additions		21,049		—		—		—		21,049
Foreign exchange		4,383		223,024		416,433		7,517		651,357

Balance, July 31, 2020		140,007		4,381,713		8,181,583		147,678		12,850,981

Accumulated Amortization:
Balance, April 30, 2019		—		635,601		1,162,592		—		1,798,193
Amortization		—		406,334		1,634,830		—		2,041,164
Foreign exchange		—		11,600		42,226		—		53,826

Balance, April 30, 2020		—		1,053,535		2,839,648		—		3,893,183
Amortization		—		109,543		409,692		—		519,235
Foreign exchange		—		56,499		152,286		—		208,785

Balance, July 31, 2020		—		1,219,577		3,401,626		—		4,621,203

Net Book Value:
April 30, 2020		114,575		3,105,154		4,925,502		140,161		8,285,392
July 31, 2020		140,007		3,162,136		4,779,957		147,678		8,229,778

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

10.

DEBENTURES

On April 5, 2018, the Company completed a nonconvertible debenture (the “Debentures”) financing in the principal amount of $4,252,000 (the “Offering”). The Debentures were unsecured, bore interest at a rate of 10% per annum, payable semi-annually, and were due eighteen months from the date of issue. Under the Offering, a holder of a Debenture received 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants are exercisable at $0.70 per share for a period of four years from the date of issue. The fair value of the Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the Warrants was determined at the time of issue as the difference between the face value and the fair value of the Debentures. On initial recognition, the Company bifurcated $4,003,125 to the carrying value of the Debentures and $248,875 to the Warrants.

Under the Offering, the Company paid the following finder’s fees: $10,300 in cash, 580,320 shares of the Company with a fair value of $383,010, and 415,942 finder’s warrants valued at $187,627. The fair value of the finder’s warrants was estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.60%, expected life of 4 years and expected volatility based on the historical volatility of similar companies of 100%. The total fair value of the finder’s fees was allocated pro-rata based on the carrying values of the Debentures and Warrants, with $546,934 allocated to the Debentures and $34,003 allocated to the Warrants.

On October 25, 2018, the Company settled $1,377,000 of the Debentures by issuing 1,377,000 units at a price of $1.00 per unit. Each unit consisted of one common share of the Company and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $1.25 for two years. The fair value of the 1,377,000 common shares issued was determined to be $1,115,370. The fair value of the warrants issued was determined to be $283,000 and estimated on the date of issue using the Black-Scholes option valuation model with the following weighted average assumptions: dividend yield of $nil, risk free interest rate of 1.58%, expected life of 2 years and expected volatility based on the historical volatility of similar companies of 68.7%. The settlement resulted in a loss of $189,715.

On September 26, 2019, the Company modified the terms of $2,750,000 Debentures to extend the due date by 6 months to March 26, 2020, with the ability to pay earlier with no penalty, and increased the interest rate to 12.5%. The remaining debentures of $125,000 were paid on maturity.

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares. The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031. $50,000 of the Debentures were paid on maturity. The maturity date of the remaining Debentures of $2,000,000 was extended to September 26, 2020.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The Company repaid the remaining balance of $2,000,000 plus interest during the three months ended July 31, 2020.

The changes in the value of the Debentures during the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:


	$
Balance, April 30, 2019		2,708,334
Accretion expense		166,666
Repayment		(175,000	)
Settlement of debentures		(700,000	)

Balance, April 30, 2020		2,000,000
Repayment		(2,000,000	)

Balance, July 31, 2020		—

11.

LOANS PAYABLE

On April 5, 2018, the Company assumed loans payable of €60,750 (CAD$94,995) as a result of the acquisition of IPA Europe. On July 7, 2015, IPA Europe entered into a loan agreement in the principal amount of €165,000, maturing on July 31, 2020. The loan was secured by certain equipment, bore an interest rate of 4% per annum and was repayable in monthly installments of €2,250. The interest was owed per month in arrears. The principal outstanding at July 31, 2020 is €nil (CAD$nil) (April 30, 2020 – €4,500 (CAD$6,797)).

On April 5, 2018, the Company assumed loans payable of €56,450 (CAD$88,271) as a result of the acquisition of IPA Europe. On February 1, 2016, IPA Europe entered into a loan agreement in the principal amount of €100,000, maturing on February 28, 2021. The loan is secured by certain equipment, bears an interest rate of 3% per annum and is repayable in monthly installments of €1,675. The interest is owed per month in arrears. The principal outstanding at July 31, 2020 is €9,550 (CAD$15,198) (April 30, 2020 – €14,575 (CAD$22,014)).

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)


	$
Balance, April 30, 2019		111,670
Loan proceeds		283,328
Loan repayments and foreign exchange		(82,859	)

Balance, April 30, 2020		312,139
Loan repayments and foreign exchange		(15,753	)

Balance, July 31, 2020		296,386
Current portion		(107,287	)

Non-current portion		189,099

12.

CONVERTIBLE DEBENTURES

In advance of the closing of the New Debentures, the Company had received $313,268 of the proceeds as at April 30, 2020.

The fair value of the New Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the equity component was determined at the time of issue as the difference between the face value and the fair value of the New Debentures. On initial recognition, the Company bifurcated $2,413,377 to the carrying value of the New Debentures and $213,623 to the equity component.

Under the financing, the Company paid finders cash commissions totaling $82,580 and incurred legal and filing fees of $29,331. The transaction costs were allocated pro-rata based on the carrying values of the New Debentures and the equity component, with $102,811 allocated to the New Debentures and $9,100 allocated to the equity component.

During the three months ended July 31, 2020, the Company recorded accretion expense of $31,199 (2019 – $nil). The changes in the value of the New Debentures during the three months ended July 31, 2020 are as follows:


	Liability Component			Equity Component
	$			$
Balance, April 30, 2020		—			—
Proceeds		2,413,377			213,623
Transaction costs		(102,811	)		(9,100	)
Accretion expense		31,199			—

Balance, July 31, 2020		2,341,765			204,523

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

13.

LEASES

The Company entered into certain equipment and automobile leases expiring between 2021 and 2023 with interest rates of between 8% and 17% per annum. The Company’s obligations under these finance leases are secured by the lessor’s title to the leased assets. The Company also entered into office leases in January 2018, May 2018, May 2019 and June 2019. With the adoption of IFRS 16, Leases (see Note 3), the Company recognized a lease obligation with regard to the office leases. The terms and the outstanding balances as at July 31, 2020 and April 30, 2020 are as follows:


	July 31, 2020 $			April 30, 2020 $
Equipment under lease in monthly instalments of $1,228 with interests of between 13% and 17% per annum. Due dates are between May 2021 and March 2023.		59,616			71,222
Equipment under lease in monthly instalments of $22,309 with interest rate of 8% per annum and an end date of May 2023.		638,227			—
Automobile under lease in monthly instalments of $1,155 with an interest rate of 8% per annum and an end date of September 2023.		42,702			43,330
Right-of-use asset from office lease repayable in monthly instalments of $9,602 and an interest rate of 8% per annum and an end date of May 2021. The obligation includes an early termination fee of $15,981.		107,598			135,230
Right-of-use asset from office lease repayable in monthly instalments of $16,445 and an interest rate of 8% per annum and an end date of December 2022.		458,465			475,727
Right-of-use asset from office lease repayable in monthly instalments of $23,236 and an interest rate of 8% per annum and an end date of December 2022.		648,806			673,235
Right-of-use asset from office lease repayable in monthly instalments of $13,891 to $21,015 and an interest rate of 8% per annum and an end date of April 2023.		431,258			485,307
Current portion		(698,715	)		(752,306	)

Non-current portion		1,687,957			1,131,744

As at July 31, 2020, the Company’s lab equipment and automobile include a net carrying amount of $793,557 (April 30, 2020 – $77,285) for the leased equipment and $41,681 (April 30, 2020 – $42,682) for the leased automobile. The net carrying amount of the right-of-use assets from office lease obligation is $1,565,505 (April 30, 2020 – $1,683,285).

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The following is a schedule of the Company’s future minimum lease payments related to the equipment under finance lease and the office lease obligation:


	$
2021		835,659
2022		982,598
2023		780,764
2024		16,928

Total minimum lease payments		2,615,949
Less: imputed interest		(229,277	)

Total present value of minimum lease payments		2,386,672
Less: Current portion		(698,715	)

Non-current portion		1,687,957

14.

SHARE CAPITAL

a) Authorized:

Unlimited common shares without par value.

b) Share capital transactions:

2020 Transactions

On March 26, 2020, the Company settled $700,000 of the Debentures plus accrued interest of $46,875 by issuing 1,244,792 common shares (Note 10). The fair value of the 1,244,792 common shares issued was determined to be $858,906. The settlement resulted in a loss of $112,031.

During the year ended April 30, 2020, the Company issued 55,000 common shares pursuant to exercise of stock options for total gross proceeds of $16,500. A value of $12,490 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $0.69.

During the year ended April 30, 2020, the Company issued 680,971 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $476,679. A value of $22,942 was transferred from contributed surplus to share capital as a result.

2021 Transactions

On May 1, 2020, the Company issued 664,163 common shares pursuant to the second deferred payment for the acquisition of IPA Europe (Note 6). The common shares were valued at $511,405.

During the three months ended July 31, 2020, the Company issued 180,900 common shares pursuant to exercise of stock options for total gross proceeds of $137,845. A value of $99,199 was transferred from contributed surplus to share capital as a result. The weighted average share price at dates the stock options were exercised was $1.46.

During the three months ended July 31, 2020, the Company issued 3,305,500 common shares pursuant to exercise of warrants and finder’s warrants for total gross proceeds of $3,513,275. A value of $53,199 was transferred from contributed surplus to share capital as a result.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

c) Options

The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The terms of the plan provide that the Directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to five years. The maximum number of options outstanding under the Plan shall not result, at any time, in more than 10% of the issued and outstanding common shares.

On October 3 2019, the Company granted 250,000 stock options, exercisable at $0.475 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $86,395 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 200,000 stock options, exercisable at $1.00 per option, to a consultant of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $32,096 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.56%, and an expected life of 2 years.

On October 3, 2019, the Company granted 150,000 stock options, exercisable at $0.50 per option, to a director of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $53,326 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.46%, and an expected life of 5 years.

On October 3, 2019, the Company granted 65,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options vested immediately upon grant. The fair value of these options was estimated to be $14,627 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.48, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 1.54%, and an expected life of 2.96 years.

On April 3, 2020, the Company granted 55,000 stock options, exercisable at $1.01 per option, to employees of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $20,582 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.69, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.75%, and an expected life of 3 years.

On April 29, 2020, the Company granted 250,000 stock options, exercisable at $0.76 per option, to an officer of the Company. The options are subject to vesting conditions as follows: one-third 6 months after grant date; one-third 12 months after grant date and one-third 18 months after grant date. The fair value of these options was estimated to be $129,340 using the Black-Scholes option pricing model and the following assumptions: share price on grant date of $0.76, dividend yield of 0%, expected volatility of 100%, a risk-free interest rate of 0.38%, and an expected life of 3.93 years.

Expected volatility was based on the historical volatility of similar companies.

During the three months ended July 31, 2020 the Company has recorded $97,273 (2019 - $285,995) of share-based payments expense.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The changes in the stock options for the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:


	Number of options #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2019 (outstanding)		5,303,333			0.78		3.87
Granted		970,000			0.73		—
Exercised		(55,000	)		0.30		—
Forfeited		(903,333	)		0.73		—

Balance, April 30, 2020 (outstanding)		5,315,000			0.77		3.03
Exercised		(180,900	)		0.77		—

Balance, July 31, 2020 (outstanding)		5,134,100			0.77		2.79
Unvested		(571,667	)		0.66		3.81

Exercisable, July 31, 2020		4,562,433			0.78		2.66

Details of the options outstanding as at July 31, 2020 are as follows:


Expiry Date	Exercise price $		Remaining life (year)		Options outstanding			Unvested		Vested
October 1, 2021		1.00		1.17		200,000			—		200,000
December 20, 2021		0.30		1.39		510,000	⁽¹⁾		—		510,000
September 18, 2022		1.01		2.13		887,500	⁽²⁾		—		887,500
January 3, 2023		0.65		2.43		250,000			—		250,000
February 7, 2023		0.47		2.52		700,000			—		700,000
April 3, 2023		1.01		2.67		55,000	⁽³⁾		55,000		—
September 24, 2023		0.95		3.15		95,000			—		95,000
November 7, 2023		0.80		3.27		121,600	⁽⁴⁾		—		121,600
November 7, 2023		0.82		3.27		100,000			—		100,000
December 31, 2023		1.00		3.42		1,250,000			—		1,250,000
January 7, 2024		0.76		3.44		300,000	⁽⁵⁾		—		300,000
January 11, 2024		1.00		3.45		15,000			—		15,000
April 1, 2024		0.76		3.67		250,000			250,000		—
October 1, 2024		0.475		4.17		250,000			166,667		83,333
October 3, 2024		0.50		4.18		150,000			100,000		50,000

	0.77		2.79		5,134,100			571,667		4,562,433

⁽¹⁾	280,000 of these stock options have been exercised subsequent to July 31, 2020.

⁽²⁾	15,000 of these stock options have been exercised subsequent to July 31, 2020.

⁽³⁾	5,000 of these stock options have been exercised subsequent to July 31, 2020.

⁽⁴⁾	121,600 of these stock options have been exercised subsequent to July 31, 2020.

⁽⁵⁾	These options were amended during the year ended April 30, 2020 from an exercise price of $1.00 to $0.76.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

d) Warrants

The changes in the warrants for the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:

Number of
warrants
#

Weighted average
exercise price
$

Weighted average life
remaining (years)

Balance, April 30, 2019

17,732,500

1.04

1.90

Exercised

(675,000

)

0.70

—

Balance, April 30, 2020

17,057,500

1.05

0.91

Exercised

(3,283,500

)

1.07

—

Balance, July 31, 2020

13,774,000

1.05

0.70

Details of the warrants outstanding as at July 31, 2020 are as follows:


Expiry Date	Exercise price $		Remaining life (year)		Warrants outstanding
March 26, 2022		0.70		1.65		4,998,000	⁽¹⁾
September 24, 2020		1.25		0.15		7,494,000	⁽²⁾
October 25, 2020		1.25		0.24		1,282,000	⁽³⁾

		1.05		0.70		13,774,000

⁽¹⁾	75,000 of these warrants have been exercised subsequent to July 31, 2020.

⁽²⁾	All of these warrants have been exercised subsequent to July 31, 2020. (3) 244,000 of these warrants have been exercised subsequent to July 31, 2020.

e) Finder’s Warrants

The changes in the finder’s warrants for the three months ended July 31, 2020 and the year ended April 30, 2020 are as follows:

Number of
warrants
#

Weighted average
exercise price
$

Weighted average life
remaining (years)

Balance, April 30, 2019

415,942

0.70

2.91

Exercised

(5,971

)

0.70

—

Balance, April 30, 2020

409,971

0.70

1.90

Exercised

(22,000

)

0.70

—

Balance, July 31, 2020

387,971

0.70

1.65

As at July 31, 2020, the Company has 387,971 finder’s warrants outstanding. The warrants have an exercise price of $0.70 per share and expire on March 26, 2022.

15.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Lisa Helbling, CFO; Dr. Stefan Lang, Chief Business Officer; Dr. Yasmina Abdiche, Chief Scientific Officer; Charles Wheelock, former Chief Technology Officer; Natasha Tsai, former CFO; Reginald Beniac, former Chief Operating Officer; Oren Beske, former President of ImmunoPrecise Antibodies (USA) Ltd.; Martin Hessing, a former Director of U-Protein; Jos Raats, former President and CEO of IPA Europe; and Directors of the Company. During the three months ended July 31, 2020 and 2019, the compensation for key management is as follows:

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)


	2020 $		2019 $
Management fees		15,737		45,148
Salaries and other short-term benefits		603,895		485,845
Severance		62,768		—
Share-based payments		90,701		264,882

		773,101		795,875

At July 31, 2020, included in accounts payable and accrued liabilities is $590,197 (April 30, 2020 - $412,188) due to related parties.

During the year ended April 30, 2020, a company controlled by Martin Hessing, a former Director of U-Protein, sold certain equipment to U-Protein for a cash consideration of €25,000.

16.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At July 31, 2020 and April 30, 2020, the Company has one reportable segment, being antibody production and related services.

During the three months ended July 31, 2020, the Company had sales to nil (2019 - nil) customer who in aggregate accounted for more than 10% (2019 – 10%) of revenue.

The Company’s revenues are allocated to geographic segments for the three months ended July 31, 2020 and 2019 as follows:


	2020 $		2019 $
United States of America		1,752,079		904,377
Canada		291,950		206,823
Europe		1,284,203		1,505,926
Other		436,745		98,973

		3,764,977		2,716,099

The Company’s revenues are allocated according to revenue types for the three months ended July 31, 2020 and 2019 as follows:


	2020 $		2019 $
Project revenue		3,472,810		2,611,868
Product sales revenue		288,232		60,234
Cryo storage revenue		3,935		43,997

		3,764,977		2,716,099

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The Company’s non-current assets are allocated to geographic segments as at July 31, 2020 and April 30, 2020 as follows:


	July 31, 2020 $		April 30, 2020 $
North America		1,981,023		1,429,210
Netherlands		18,444,778		18,134,469

		20,425,801		19,563,679

Geographic segmentation of the Company’s net income (loss) for the three months ended July 31, 2020 and 2019 is as follows:


	2020 $			2019 $
North America—Corporate		(680,365	)		(1,974,763	)
North America		(299,074	)		(112,064	)
Netherlands		430,121			74,629

		(549,318	)		(2,012,198	)

Geographic segmentation of the interest and accretion, and amortization and depreciation for the three months ended July 31, 2020 and 2019 is as follows:


Interest and accretion	2020 $		2019 $
North America—Corporate		188,474		630,675
North America		23,980		23,975
Netherlands		58,497		17,203

		270,951		671,853


Amortization and depreciation	2020 $		2019 $
North America—Corporate		6,588		20,640
North America		180,347		126,771
Netherlands		724,988		554,873

		911,923		702,284

17.

SUPPLEMENTAL CASH FLOW INFORMATION


Non-cash investing and financing transactions:	July 31, 2020 $		July 31, 2019 $
Acquisition of building and equipment by capital lease		769,725		1,668,533
Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe		511,405		—

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2020 and 2019

(Unaudited – Expressed in Canadian Dollars)

The following changes in liabilities arose from financing activities:


						Non-cash changes
	April 30, 2020 $		Cash Flows $			Acquisition $		Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $		July 31, 2020 $
Deferred acquisition payments		2,825,440		(518,534	)		—		(511,405	)		69,946		110,932		1,976,379
Debentures		2,000,000		(2,000,000	)		—		—			—		—		—
Convertible debentures		313,268		1,997,298			—		—			31,199		—		2,341,765
Loans payable		312,139		(15,753	)		—		—			—		—		296,386
Leases		1,884,050		(267,103	)		684,753		—			—		84,972		2,386,672

Total		7,334,897		(804,092	)		684,753		(511,405	)		101,145		195,904		7,001,202


						Non-cash changes
	April 30, 2019 $		Cash Flows $			Acquisition $		Accretion $		Foreign exchange movements and change in estimates $			July 31, 2019 $
Deferred acquisition payments		3,063,981		—			—		457,137		(118,983	)		3,402,135
Debentures		2,708,334		—			—		95,756		—			2,804,090
Loans payable		111,670		(20,398	)		—		—		—			91,272
Leases		107,077		(105,075	)		1,723,277		—		—			1,725,279

Total		5,991,062		(125,473	)		1,723,277		552,893		(118,983	)		8,022,776

18.

SUBSEQUENT EVENTS

Subsequent to July 31, 2020, the Company granted 250,000 stock options at a price of $1.50 per share for a period of 3 years. The options are subject to following vesting period: 25% at three months after the date of grant and 25% every three months thereafter.

Subsequent to July 31, 2020, the Company granted 1,350,000 stock options at a price of $1.70 per share for a period of 5 years. The options are subject to following vesting period: one-third at six months after the date of grant and one-third every six months thereafter.

Exhibit 99.98

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lisa Helbling, the Chief Financial Officer of ImmunoPrecise Antibodies Ltd., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended July 31, 2020.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 29, 2020

“Lisa Helbling”

Lisa Helbling

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.99

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Jennifer Bath, the Chief Executive Officer of ImmunoPrecise Antibodies Ltd., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ImmunoPrecise Antibodies Ltd. (the “issuer”) for the interim period ended July 31, 2020.

Date: September 29, 2020

“Jennifer Bath”

Jennifer Bath

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Exhibit 99.100

ImmunoPrecise Reports Revenue of $3.8 Million and Adjusted EBITDA of $932,000 for the First Quarter of Fiscal 2021

VICTORIA, BC, Sept. 29, 2020 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “IPA”) (TSXV: IPA) (OTCQB: IPATF) today announced financial results for its fiscal year 2021 first quarter ended July 31, 2020.

Q1 Fiscal 2021 Financial Highlights:

•

Revenue increases by $1.1 million, or 39%, to $3.8 million versus $2.7 million for Q1 2020

•

Gross profit increases by $1.1 million to 64% of revenue vs 51% of revenue for the prior year period.

•

Adjusted EBITDA increases to $932,000 compared to a loss of $481, 000 for the same period last year.

•

Cash on hand is $6.0 million as of July 31, 2020.

•

Warrants exercised after quarter-end through September 28, 2020 provide $9.7 million in cash in exchange for 7.8 million shares of stock, all warrants expiring September 24, 2020 were exercised.

Financial Results

Revenue. The Company achieved revenues of $3,764,977 during the three months ended July 31, 2020, compared to revenues of $2,716,099 during the same quarter in 2019. This represents a 39% increase in revenue for the period. The increasing revenue trend is due to increases in both volume and financial value of client contracts as a result of continued focus on expanding the breadth and depth of services offered, new client onboarding including top pharma companies, and growing its core existing client business.

Gross Margin. During the three months ended July 31, 2020, the Company achieved a gross profit of $2,410,326, compared to $1,376,406 in 2019. This represents a 64% increase compared to 51% for the same period last year.

Net Loss. The Company recorded a net loss of $549,318 during the three months ended July 31, 2020, compared to net loss of $2,012,198 for the three months ended July 31, 2019, primarily due to higher revenue and gross profit as well as an increase in Other Income as a result of research grant awards and government subsidies.

Non-IFRS Measures. * Adjusted EBITDA for the three months ended July 31, 2020 was $932,716 compared to ($481,499) for same period last year. This significant improvement in Adjusted EBITDA is primarily a result of the increase in gross profit and research grant awards and government subsidies.

Warrant Exercises. During the first quarter, 3,305,500 warrants were exercised issuing shares of common stock for $3,566,474 in cash. Subsequent to quarter- end, 7,813,000 warrants were exercised issuing shares of common stock for $9,725,000 in cash. All warrants expiring September 24, 2020 were exercised.

Dr. Jennifer Bath, CEO and President of ImmunoPrecise, commented, “This has been a transformative quarter, both financially and operationally. We achieved solid revenues, as we added new clients and expanded services with our existing clients. As a result, we achieved positive adjusted EBITDA and cash flow from operations. At the same time, we have further strengthened our balance sheet and enhanced our capital structure through the exercise of warrants, providing the opportunity to generate more intellectual property assets.”

“Operationally, we continue to make tremendous progress, advancing programs both with our clients as well as our proprietary COVID-19 programs. We recently announced an important research collaboration with Zymeworks Inc., providing us access to their Zymeworks’ Azymetric^™ and EFECT^™ platforms for the further development of multiple antibody candidates to fight COVID-19. Most recently, we announced the initiation of pre-clinical vaccine trials against SARS-CoV-2 together with LiteVax BV (Oss, the Netherlands). Overall, we are rapidly advancing our Polytope^™ Therapy and Vaccine programs, which we believe represent the most comprehensive and diverse antibody cocktail approach globally.”

“Given our financial and operational progress, we felt this was the appropriate time to commence our NASDAQ listing process. As the world’s pre-eminent exchange for biotech and pharma companies, we believe a NASDAQ listing will provide us greater exposure within the investment community as we execute on key upcoming milestones.”

IPA periodically provides information for investors on its corporate website, ImmunoPrecise.com. This includes press releases and other information on financial performance, reports filed or furnished with the TSX, information on corporate governance and details related to its annual meeting of shareholders. Reports filed or furnished with the TSX can be found at sedar.com.

About ImmunoPrecise Antibodies Ltd.

ImmunoPrecise is a leading, global, technology platform company with full service, end-to-end solutions that empower pharmaceutical companies across the globe to discover, develop, optimize, engineer and manufacture treatments against any disease. The Company’s experience, cutting-edge technologies and focus on intense scientific rigor enables unparalleled support of its partners in their quest to bring innovative treatments to the clinic. With ImmunoPrecise’s industry-leading technologies, fully integrated project management platform, and one-stop service offerings, the Company dramatically reduces the time required for, and the inherent risk associated with, conventional multi-vendor product development. For further information, visit www.immunoprecise.com or contact solutions@immunoprecise.com.

Forward Looking Information

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the fiscal period ended January 31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

*Non-IFRS Financial Measure

Readers are cautioned that “Adjusted EBITDA” is a measure not recognized under IFRS. Adjusted EBITDA is defined as earnings before interest income, taxes, depreciation and amortization, share-based compensation, restructuring costs, impairment charges and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Readers are cautioned that “Adjusted EBITDA” is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as indicator of performance, cash flow or profitability.

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SOURCE ImmunoPrecise Antibodies Ltd.

View original content: http://www.newswire.ca/en/releases/archi ve/September2020/29/c4559.html

%SEDAR: 00005542E

For further information: For investor relations please contact: Frederic Chabot, Phone: 1-438-863-7071, Email: frederick@contactfinancial.com, Contact Financial Corp., Suite 810, 609 Granville Street, P.O. Box 10322, Vancouver, BC V7Y 1G5

CO: ImmunoPrecise Antibodies Ltd.

CNW 09:10e 29-SEP-20