19:52:10 EDT Tue 30 Apr 2024
Enter Symbol
or Name
USA
CA



Wellness Lifestyles Inc
Symbol WELL
Shares Issued 57,259,832
Close 2018-04-24 C$ 0.47
Market Cap C$ 26,912,121
Recent Sedar Documents

ORIGINAL: Wellness lands Li Ka-shing for private placement

2018-04-24 12:45 ET - News Release

Received by email:

File: WELL NR - Non-Brokered Private Placement - April24-2018.pdf

  NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
                                     UNITED STATES



                                       WELLNESS LIFESTYLES INC.

FOR IMMEDIATE RELEASE                                                                    April 24, 2018


  Wellness Lifestyles Inc. Announces up to $7,315,961 Non-Brokered
  Private Placement led by Strategic Investment from Mr. Li Ka-shing
Vancouver, B.C. and Hong Kong, April 24, 2018   Wellness Lifestyles Inc. (TSX.V: WELL) (the "Company"
or "WELL"), an owner and operator of Primary Healthcare facilities and Wellness Centres in Canada, is
pleased to announce that it has entered into subscription agreements for the sale of up to $7,315,961 of
its common shares in a private placement led by Hong Kong business leader Mr. Li Ka-shing. The strategic
investment by Mr. Li Ka-shing will be made in connection with a non-brokered private placement offering
of up to 22,169,578 shares at a price of $0.33 per share for gross proceeds of up to $7,315,961
(the "Offering"). The offering price of $0.33 per share represents a 3% premium to the 10-day volume
weighted average price (VWAP).

Closing of the Offering is subject to a number of conditions, including receipt of any necessary corporate
and regulatory approvals, including by the TSX Venture Exchange (the "Exchange").

Through Horizons Ventures, Mr. Li Ka-shing has invested in some of the most iconic and innovative
companies of the last decade including Facebook, Spotify, DeepMind, Siri, Impossible Foods, Chromadex
and Modern Meadow.

"We couldn't be more excited to have Mr. Li Ka-shing join WELL as a major shareholder and strategic
partner," said Hamed Shahbazi, Founder and Chairman of WELL. "Mr. Li Ka-shing has an amazing track
record of backing winners who are solving real problems in their respective markets. This investment
reflects the material size of the global market opportunity associated with WELL's business and its
corresponding opportunity to positively impact patients to better health."

Mr. Shahbazi, who is currently Chairman and a director of WELL and will be formally appointed the CEO
of the Company on May 23, 2018, will co-invest with Mr. Li Ka-shing in the amount of $1,826,241 as part
of the Offering.

The net proceeds of the Offering are intended to be used in connection with the Company's plans to
further consolidate healthcare facilities and integrate accretive technologies. The Company closed on its
first acquisition of 6 medical clinics in February 2018 and is investigating further acquisitions. Once a
critical mass presence is established in Canada, the Company intends to look at acquisitions south of the
border and beyond if and when circumstances warrant. All securities issued in connection with the
Offering will be subject to a statutory hold period of four months and one day from the date of issuance
in accordance with applicable securities legislation.

Any participation by insiders in the Offering would be a related party transaction under Multilateral
Instrument 61-101   Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is



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 expected to be exempt from the formal valuation and minority shareholder approval requirements of MI
61-101.

About Wellness Lifestyles Inc.

The Company owns and operates Primary Healthcare Facilities in the Province of British Columbia. WELL's
facilities engage more than 34 general practitioners who serve more than 240,000 patient visits per year
including service delivery through Telemedicine. Wellness Lifestyles Inc. was recognized as a TSX Venture
50 Company in 2018. Gravitas Securities currently acts as exclusive financial advisor to Wellness Lifestyles
Inc.

The securities described herein have not been registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for
the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent
registration or an applicable exemption from the registration requirements. This news release shall not
constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in
any jurisdiction where such offer, solicitation, or sale would be unlawful.

WELLNESS LIFESTYLES INC.

Per:    "Hamed Shahbazi"
        Hamed Shahbazi
        Chairman and Director

 For further information:

 Mr. Hamed Shahbazi   Chairman   Wellness LifeStyles Inc.
 Tel. 604-628-7266
 Email: hamed@wellnesslifestylesinc.com

 Mr. Kia Besharat   Senior Managing Director & Head of Capital Markets Origination   Gravitas Securities Inc.
 Tel. 778-327-6876
 Email: Kbesharat@gravitassecurities.com


Neither 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.

Disclaimer for Forward-Looking Information

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 Offering, the Closing, the use of proceeds of the Offering, the
appointment of Mr. Shahbazi as CEO, WELL's opportunity to consolidate and modernize primary




30862374.2
 healthcare facilities initially in Canada and then other markets and availability of exemptions from the
formal valuation and minority shareholder approval requirements of MI 61-101. 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) the inability of WELL to complete the Offering at
all or on the terms announced; (iv) the Exchange not approving the Offering, and (v) 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.




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