/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER and HONG KONG, March 8,
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 completed its non-brokered private placement
(the "Private Placement") of approx. $2.728M of its common shares in the capital of
the Company (the "Shares") as previously announced in the
Company's news release dated February 19,
2019.
The Company issued 2.17M Shares to
a group of strategic investors led by Li
Ka-shing, through Horizons Ventures for gross proceeds of
$1M. In addition, the Company
issued 3.76M Shares to seven members
of WELL's management team for gross proceeds of $1.728M. The Company issued an aggregate of
5.93M Shares at a price of
$0.46 per share and raised aggregate
gross proceeds of $2.728M.
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.
Amir Javidan, WELL's newly
appointed Chief Operating Officer invested approximately
$1,000,000, and WELL's own Chairman
and CEO, Hamed Shahbazi invested
$500,000 as part of the Private
Placement. In the case of WELL's CEO, this investment when combined
with other investments he has made directly or indirectly in WELL's
stock cumulatively represents over $3.27M since February
2018 and well over $4M
overall.
The net proceeds of the Private Placement 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 pursuant to the Private Placement are subject
to a hold period under applicable Canadian securities laws expiring
on July 8, 2019.
The participation in the Private Placement by each of
Hamed Shahbazi, Amir Javidan, Brian
Levinkind and West Bellevue Limited, a fund used by
Li Ka-shing to strategically invest,
constitutes a Related Party Transaction (as the term is defined in
the policies of the TSX Venture Exchange (the "Exchange"))
as each of them was an Insider (as the term is defined in the
policies of the Exchange) of the Company at the time the
transactions were agreed to. However, such Related Party
Transactions are exempt: (i) from the formal valuation requirement
of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101")
pursuant to the exemption contained in section 5.5(b) of MI 61-101
as none of the Company's securities are listed on any of the
markets specified in section 5.5(b) of MI 61-101, and (ii) from the
shareholder approval requirement of MI 61-101 pursuant to the
exemption contained in section 5.7(1)(a) of MI 61-101 because the
fair market value of the Private Placement insofar as it involves
an interested party does not exceed 25% of the Company's market
capitalization at the time the Related Party Transaction was agreed
to.
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 Exchange under the symbol WELL.V. WELL
Health Technologies was recognized as a TSX Venture 50 Company in
2018 and 2019.
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: "Hamed
Shahbazi"
Hamed
Shahbazi
CEO,
Chairman and Director
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 intended use of proceeds of the Private
Placement 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 Private Placement 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.