VANCOUVER, Feb. 1, 2019
/CNW/ - WELL Health Technologies Corp. (TSX.V: WELL) (the
"Company" or "WELL"), a company focused on
consolidating and modernizing clinical and digital assets within
the primary healthcare sector, announces, further to its news
release dated November
1st, 2018, and in accordance with the acquisition
agreements whereby the Company acquired all of the issued and
outstanding shares of 13 target companies operating an aggregate of
thirteen Healthcare Clinics in British
Columbia (the "Agreements"), the Company's first
quarterly time-based earn out payment is due (the "Earn Out
Payment") as of February
1st, 2019 (the "First Earn Out Payment
Date"). Pursuant to the Agreements, the Company agreed, among
other things to make time-based earn out payments payable quarterly
over three years, consisting of $1,161,000 cash and $231,369 issuable in common shares of the Company
priced in the context of the market and subject to a floor price
$0.45 per share.
Upon receiving the approval for the TSX Venture Exchange
("TSXV") of the Agreements, the Company agreed to make
Shares for Debt filings for each issuance of shares made in
connection to each Earn Out Payment in accordance with Policy 4.3.
The Company intends to issue an aggregate of 42,846 shares at a
price of $0.45 per share, in
consideration for $19,281 owing to
certain vendors for the Earn Out Payment under the Agreements.
The Shares for Debt filing is subject to Exchange Approval. The
shares will be subject to a statutory hold period expiring on the
date that is 4 months and one day after the First Earn Out Payment
Date.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
This news release contains forward-looking information that
involves various risks and uncertainties regarding future events.
Such forward-looking information can include without limitation
statements based on current expectations involving a number of
risks and uncertainties and are not guarantees of future
performance of WELL, such as statements that WELL intends to make
the Shares for Debt filing. 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; or (ii) the TSXV not approving the Shares for Debt
filing. 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, WELL does not intend to update these
forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE WELL Health Technologies Corp.