/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER and HONG KONG, Feb. 19,
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, is pleased to announce
that it has come to terms for the sale of approximately
$2.728M of its common shares in a
private placement led by Hong Kong
business leader Mr. Li Ka-shing and
WELL's own senior management team. The strategic investment by Mr.
Li Ka-shing will be made in
connection with a non-brokered private placement offering up
to approximately 5.9M shares at a
price of $0.46 per share which
reflects the average prior 10-day closing price of WELL shares for
gross proceeds of up to approximately $2.728M (the "Offering").
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.
Seven members of WELL's management team will co-invest with Mr.
Li Ka-shing in the amount of
approximately $1.728M including
Amir Javidan, WELL's newly appointed
Chief Operating Officer who will invest $1,000,000 and WELL's Chairman and CEO,
Hamed Shahbazi who will invest
$500,000 as part of the
Offering. In the case of WELL's CEO, this investment when
combined with previous investments he has made directly or
indirectly in WELL's stock cumulatively represents over
$3.37M since February 2018 and well over $4M overall.
"We're very pleased to demonstrate this big vote of confidence
from WELL's management team and Mr. Li
Ka-shing," said Hamed
Shahbazi, Founder and CEO of WELL.
The net proceeds of the Offering are intended to be used in
connection with the Company's continued plans to consolidate and
modernize primary healthcare facilities initially in Canada and then other markets. 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 will be a related
party transaction under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") but is expected to be exempt
from the formal valuation and minority shareholder approval
requirements of MI 61-101.
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 primary
care 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 Health Technologies was recognized as a TSX
Venture 50 Company in 2018.
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.
WELL HEALTH TECHNOLOGIES CORP.
Per:
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"Hamed
Shahbazi"
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Hamed
Shahbazi
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CEO, Chairman and
Director
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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 thereof, the use of
proceeds of the Offering, and WELL's opportunity to consolidate and
modernize primary healthcare facilities 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.
SOURCE WELL Health Technologies Corp.