/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 30, 2019 /CNW/ - WELL Health Technologies
Corp. (TSX-V: WELL) ("WELL" or the "Company") announced today
that it has entered into an agreement with a syndicate of
underwriters led by GMP Securities L.P. (the "Lead Underwriter"
and, collectively with the syndicate, the "Underwriters"), pursuant
to which the Underwriters have agreed to purchase, on a bought
deal, private placement basis, $8,000,000 aggregate principal amount of
convertible debentures (the "Convertible Debentures") of the
Company at a price of $1,000 per
Convertible Debenture (the "Offering").
The Company has also granted the Underwriters an option (the
"Underwriters' Option") to purchase up to an additional
$1,500,000 aggregate principal amount
of convertible debentures on the same terms as the Convertible
Debentures pursuant to the Offering (together with the Convertible
Debentures, the "Debentures"), exercisable up to forty-eight hours
prior to the Closing Date. If the Underwriters' Option is
exercised in full, the aggregate gross proceeds of the Offering
will be $9,500,000. The net
proceeds of the Offering are expected to be used for future
acquisitions, including the potential acquisition of KAI
Innovations announced on May 30,
2019, organic growth investments, working capital and
general corporate purposes.
The Convertible Debentures will mature on June 30, 2024 (the "Maturity Date") and will
accrue interest at the rate of 8.0% per annum, payable
semi-annually beginning on December 31,
2019. At the holders' option, the Convertible Debentures may
be converted into common shares of WELL at any time and from time
to time, up to the Maturity Date, at a conversion price of
$0.95 per common share,
representing a 36% premium to the closing price on the TSX Venture
Exchange on May 30, 2019. At
any time after the date that is one year following the Closing
Date, the Company may force the conversion of the principal amount
of the then outstanding Convertible Debentures at the Conversion
Price on not less than 30 days' notice if the daily volume weighted
average trading price of the common shares is greater than
$1.25 for any 20 consecutive trading
days.
Upon a Change of Control of the Company, holders of the
Debentures will have the right, in their sole discretion, to
require the Company to: (i) repurchase their Convertible
Debentures, in whole or in part at a price equal to 104.0% of the
principal amount of the Convertible Debentures then outstanding
plus accrued and unpaid interest thereon (the "Offer Price") or
(ii) if the Change of Control results in a new issuer, convert the
Debenture into a replacement debenture of the new issuer in the
aggregate principal amount of 104.0% of the aggregate principal
amount of the Debenture; or (iii) convert the Convertible
Debentures at the Conversion Price.
The Debentures and any common shares issuable upon conversion or
exercise thereof, as applicable, will be subject to a statutory
hold period lasting four months and one day following the Closing
Date.
Closing of the Offering is expected to occur on or about
June 13, 2019 (the "Closing Date").
The Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and stock
exchange approvals, including the approval of the TSX Venture
Exchange.
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.
Contact:
WELL HEALTH TECHNOLOGIES
CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
For further information
Pardeep S. Sangha
VP Corporate Strategy and Investor Relations
pardeep.sangha@well.company
www.WELL.company
604-628-7266
About WELL Health Technologies Corp.
WELL is a unique company that operates Primary Healthcare
Facilities as well as a significant EMR or Electronic Medical
Records business that supports the digitization of such
clinics. WELL's overarching objective is to empower doctors
to provide the best and most advanced care possible leveraging the
latest trends in digital health. In the last 12 months, WELL
physicians served approximately 600,000 patient visits through its
network of 19 medical clinics. WELL is publicly traded on the
TSX Venture Exchange under the symbol WELL.V. WELL was
recognized as a TSX Venture 50 Company in 2018 and 2019.
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 closing of the Offering, the intended use of proceeds
of the Offering and WELL's opportunity to consolidate and modernize
primary healthcare facilities. 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 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 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.