Mr. Hamed Shahbazi
WELL HEALTH TECHNOLOGIES CORP. ANNOUNCES CLOSING OF $10,500,000
BOUGHT DEAL PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES INCLUDING
THE FULL EXERCISE OF OVER-ALLOTMENT OPTION
Well Health Technologies Corp. has closed its previously announced
bought deal private placement offering, including the exercise in full of the underwriters'
overallotment option. A total of $10.5-million aggregate principal amount of senior
unsecured convertible debentures of the company were
sold at a price of $1,000 per convertible debenture, with $9.5-million aggregate principal amount of convertible debentures issued on the date hereof and
a further tranche of $1-million aggregate principal amount of convertible debentures
to be issued on or before June 20, 2019, subject to receipt of funds.
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.
Hamed Shahbazi, chief executive officer and chairman of Well, stated, "We are very pleased with the outcome
of the offering and to be attracting a number of new institutional investors to the
opportunity across clinical and digital health care."
The convertible debentures were sold on a bought deal private placement basis
pursuant to an underwriting agreement between the company and a syndicate of
underwriters led by GMP Securities LP and including Beacon Securities Ltd., Eight
Capital Corp., Gravitas Securities Inc., Haywood Securities Inc. and PI Financial Corp.
Certain officers of the company (including the chief financial officer and chief executive officer, who subscribed for
amounts of $150,000 and $100,000, respectively) purchased or acquired direction and
control over $350,000 aggregate principal amount of convertible debentures under the
offering. Additionally, Ka-shing Li has agreed to acquire $500,000 aggregate principal
amount of convertible debentures. The placement to those persons constitutes a
related party transaction within the meaning of the TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special
Transactions, adopted in the policy. The company has relied on exemptions
from the formal valuation and minority shareholder approval requirements of MI 61-101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party
participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the
transaction, insofar as it involved related parties, exceeded 25 per cent of the company's
market capitalization as determined under MI 61-101).
The debentures and any common shares issuable upon conversion or exercise thereof,
as applicable, are subject to a statutory hold period lasting four months and one day
following the closing date.
About Well Health Technologies Corp.
Well Health Technologies is a unique company that operates primary health care facilities as well as a
significant EMR (electronic medical record) 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.
We seek Safe Harbor.
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