/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, Aug. 15, 2019 /CNW/ - WELL Health
Technologies Corp. (TSX.V: WELL) ("WELL" or the
"Company") is pleased to announce that, further to its news
releases dated July 25, 2019 and
July 29, 2019, the Company has
completed its previously announced upsized bought deal private
placement of 10,350,000 special warrants of the Company (each, a
"Special Warrant"), including 1,350,000 Special Warrants
issued pursuant to the over-allotment option which was exercised in
full, at a price of $1.45 per Special
Warrant for gross proceeds of $15,007,500 (the "Offering").
"We are very pleased to receive such robust institutional
support from new and existing investors to complete this upsized
offering," said Hamed Shahbazi, CEO
of WELL Health. "We continue to be very well positioned to continue
our plans to strategically and carefully consolidate premium
clinical and digital assets in Canada's healthcare ecosystem."
GMP Securities L.P. acted as lead underwriter of the Offering
with a syndicate that also included Eight Capital, Beacon
Securities Limited, Gravitas Securities Inc., Haywood Securities
Inc. and PI Financial Corp.
The net proceeds of the Offering are expected to be used for
future acquisitions, organic growth investments, working capital
and general corporate purposes.
The Company paid the underwriters a cash commission equal to 6%
of the gross proceeds from the Offering (3% for president's list
subscribers which are generally comprised of insiders, directors
and officers of the Company) and issued broker warrants equal to 3%
of the number of Special Warrants sold pursuant to the Offering,
excluding the number of Special Warrants sold to president's list
subscribers, with each broker warrant entitling the holder to
acquire one Share at the exercise price of $1.45 for a period of 18 months from the closing
of the Offering.
Related Party Transactions
The Offering included participation from Sir Li Ka-shing and certain management (including
the Company's CEO, CFO and Senior Vice President of Strategic
Partnerships & Marketing) in the aggregate of 581,900 Special
Warrants. 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 requirement of MI
61-101 by virtue of the exemption contained in section 5.5(b) as
the Shares are not listed on a specified market and from the
minority shareholder approval requirements of MI 61-101 by virtue
of the exemption contained in section 5.7(1)(b) in that the fair
market value of the consideration of the Special Warrants issued to
"related parties" is not more than $2,500,000.
US Disclaimer
This new release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"),
or any state securities laws and may not be offered or sold within
the United States or to or for the
account or benefit of a U.S. person (as defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL
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.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation: the use of proceeds in the Offering
and the Company's overarching objective to empower doctors to
provide the best and most advanced care possible, and leveraging
the latest trends in digital health. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by management, are inherently subject
to significant business, economic and competitive uncertainties,
and contingencies. These statements generally can be identified by
the use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or the negative thereof or similar
variations. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause future
results, performance or achievements to be materially different
from the estimated future results, performance or achievements
expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future
performance. WELL's statements expressed or implied by these
forward-looking statements are subject to a number of risks,
uncertainties, and conditions, many of which are outside of WELL's
control, and undue reliance should not be placed on such
statements. Forward-looking statements are qualified in their
entirety by the inherent risks and uncertainties surrounding the
Transaction, including: that WELL's assumptions in making
forward-looking statements may prove to be incorrect; adverse
market conditions; risks inherent in the primary healthcare sector
in general; that future results may vary from historical results;
and that market competition may affect the outcome of the business,
results and financial condition of WELL. Except as required by
securities law, WELL does not assume any obligation to update or
revise any forward-looking statements, whether as a result of new
information, events or otherwise.
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.