/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, May 22, 2020 /CNW/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company") is pleased to announce that, further to its news
release dated May 5, 2020, the
Company has completed its previously announced bought deal public
offering of 6,534,300 common shares in the capital of the Company
(each, a "Share"), including 852,300 Shares issued pursuant
to the over-allotment option which was exercised in full, at a
price of $2.20 per Share for gross
proceeds of $14,375,460
(the "Offering").
Hamed Shahbazi, Chairman and CEO
of WELL, commented, "We are pleased to have completed this offering
and obtained the resources that will allow us to continue our
digital health focused and disciplined capital allocation
program. We wish to thank our shareholders and agents for
their support."
The net proceeds of the Offering are expected to be used for
mergers and acquisitions and general working capital purposes
including cash for operations and interest payments.
Eight Capital and Stifel GMP acted as co-lead underwriters of
the Offering with a syndicate that also included PI Financial
Corp., Beacon Securities Limited, Canaccord Genuity Corp., Haywood
Securities Inc. and Laurentian Bank Securities Inc. The Company
paid the underwriters a cash commission equal to 5.5% of the gross
proceeds from the Offering.
The Offering included participation from certain management
(including the Company's CEO, CFO and COO) in the aggregate of
118,500 Shares. Accordingly, the Offering constitutes a
"related party transaction" as such term is defined in Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), which requires that
the Company, in the absence of exemptions, obtain a formal
valuation for, and minority shareholder approval of, the related
party transaction. The Offering will be exempt from the valuation
and the minority shareholder approval requirements of MI 61-101 by
virtue of the exemptions contained in section 5.5(a) and 5.7(1)(a),
respectively, as the fair market value of the consideration for the
Shares issued to "related parties" is not more than 25% of the
Company's market capitalization.
The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would be
unlawful.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is an omni-channel digital health company that operates
Primary Healthcare Facilities, is the third largest digital
Electronic Medical Records (EMR) supplier in Canada and is a national provider of
telehealth services. WELL owns and operates 21 medical clinics,
provides digital EMR software and services to over 1,500 medical
clinics across Canada and is a
majority owner of SleepWorks Medical. WELL's overarching objective
is to empower doctors to provide the best and most advanced care
possible while leveraging the latest trends in digital health. WELL
is an acquisitive company that has completed ten acquisitions and
two equity investments. WELL is publicly traded on the Toronto
Stock Exchange under the symbol "WELL". WELL was recognized as a
TSX Venture 50 Company three years in a row in 2018, 2019 and 2020.
To access the Company's telehealth service, visit:
virtualclinics.ca and for corporate information, visit:
www.WELL.company.
Notice Regarding Forward Looking Statements
Certain statements in this news release related to the Company
are forward-looking statements and are prospective in nature.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as "may", "should", "could", "intend",
"estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking statements in this news release include statements
regarding the intended use of proceeds of the Offering and that the
proceeds will provide resources that enable the Company to
continue its digital health focused and disciplined capital
allocation program . There are numerous risks and
uncertainties that could cause actual results and WELL's plans and
objectives to differ materially from those expressed in the
forward-looking information, including: (i) adverse market
conditions; (ii) risks inherent in the primary healthcare sector in
general; (iii) that the proceeds of the Offering may need to be
used other than as set out in this news release and other factors
beyond the control of the Company. Actual results and future events
could differ materially from those anticipated in such information.
These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on
the dates they are made and are expressly qualified in their
entirety by this notice. Except as required by law, the Company
does not intend to update these forward-looking statements.
Neither the Toronto Stock Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
Toronto Stock Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE WELL Health Technologies Corp.