/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, July 25, 2019
/CNW/ - WELL Health Technologies Corp. (TSX-V:WELL) ("WELL" or the
"Company") announces that it has entered into an agreement
with a syndicate of underwriters led by GMP Securities L.P.
(collectively, the "Underwriters") for an offering on a bought deal
private placement basis of 8,276,000 special warrants of the
Company (the "Special Warrants") at a price per Special Warrant of
$1.45 for aggregate gross proceeds of
approximately $12.0 million (the
"Offering"). The Company has also granted the Underwriters an
option to purchase up to an additional 15% of the base offering of
Special Warrants, which option is exercisable by giving notice to
the Company not less than 48-hours prior to the closing of the
Offering. Closing of the Offering is expected to occur on
August 13, 2019 or such other date as
the Underwriters and the Company may agree.
Each Special Warrant will entitle the holder thereof to receive,
upon voluntary exercise prior to, or deemed exercise on, the
Automatic Exercise Date (as defined herein) and without payment of
additional consideration, one (1) common share in the capital of
the Company (each a "Share" and collectively the "Shares").
The Company has agreed to use its commercially reasonable
efforts to obtain a receipt for a final short form prospectus
qualifying the distribution of the Shares upon exercise of the
Special Warrants (the "Qualification Condition") on or before
5:00 p.m. (Toronto time) on the date that is 60 days
following closing of the Offering (the "Qualification Deadline").
If the Qualification Condition is not met before the Qualification
Deadline, each holder shall be entitled to receive, without payment
of additional consideration, 1.05 Shares per Special Warrant.
Unless the Qualification Condition is met, securities issued in
connection with the Offering will be subject to a 4-month hold
period from the date of issue.
The net proceeds of the Offering are expected to be used for
future acquisitions, organic growth investments, working capital
and general corporate purposes.
Hamed Shahbazi, Chairman &
CEO, commented "We are encouraged by the investor support we have
received for our strategy of acquiring, integrating and growing
attractively-priced healthcare and technology investments, such as
our recent transactions involving SleepWorks Medical and KAI
Innovations. The acquisition pipeline remains robust across
the clinical, software and healthcare-services segments as we seek
to organize, innovate and digitize Canada's fragmented healthcare
system".
The closing of the Offering is subject to the completion of
formal documentation, including but not limited to, the execution
of an underwriting agreement with the Underwriters in connection
with the Offering and receipt of regulatory approvals, including
approval of the TSX Venture Exchange.
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.
Notice Regarding Forward Looking Statements
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 closing of the Offering, the intended use of proceeds
of the Offering and meeting the Qualification Condition. 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
Offering may need to be used for purposes 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.
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.
