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Proceeds to be used for pending acquisition and deleveraging
MONTREAL, Aug. 5, 2021 /CNW Telbec/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian digital health company offering innovative digital health and virtual care solutions for pharmacies, employers and insurers, is pleased to announce that it has completed its previously announced brokered private placement (the "Offering") of units of the Company (the "Units"). A total of 11,280,000 Units were sold at a price of $1.00, for aggregate gross proceeds to the Company of $11,280,000. The lead investor in the offering is UIL Limited ("UIL"), a closed-end investment company jointly managed by ICM Investment Management Limited and ICM Limited.
Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at $1.47 for a period of 24 months from issuance.
The net proceeds of the Offering are intended to be used to complete Carebook's previously announced acquisition (the "Acquisition") of all of the issued and outstanding shares of an industry leading company providing a technology platform that powers health and well-being programs for major corporations and organizations around the world, as well as to partially repay indebtedness. The balance of the proceeds will be used for general corporate and working capital purposes. The Company will issue a press release providing further details regarding the Acquisition upon closing thereof, which is expected to take place shortly.
"This financing aligns Carebook with a strategic investor – ICM Limited – and provides the Company with the capital necessary to execute upon its long-term strategic ambitions," stated Dr. Sheldon Elman, the Company's Executive Chairman. "Carebook's health and wellness solutions have universal applications. As a result, we intend to position these solutions for adoption by not only insurance clients and pharmacy patients, but also across a wide variety of diverse industries."
UIL subscribed for 11,000,000 Units under the Offering. Prior to the Offering, UIL beneficially held 3,308,000 Common Shares. As a result, UIL now owns and controls 14,308,000 Common Shares and 5,500,000 Warrants which, after giving effect to the Common Shares issued as a result of the Offering and to be issued in connection with the Acquisition, will represent approximately 30% of the issued and outstanding Common Shares on a non-diluted basis and approximately 37% on a partially diluted basis. UIL has therefore become a "Control Person" of the Company, as such term is defined in the policies of the TSX-V. In compliance with TSX-V Policy 4.1 – Private Placements, holders of more than 50% of the issued and outstanding Common Shares have consented in writing to UIL becoming a "Control Person" of the Company.
"ICM are delighted to be working with Pascale Audette and her team at Carebook and are excited with the multiple opportunities that Carebook presents," commented Duncan Saville, ICM Chairman. Vasavi Vittal, senior analyst at ICM and responsible for this UIL investment, highlighted that "UIL is aligned with Carebook's vision of digital health and believes that the company's innovative technology solutions create value for individuals, pharmacies, employers and insurance providers. Carebook's customer focused platforms are well positioned to benefit from the significant tech enabled transformations occurring in the healthcare sector globally."
The Offering was made through a syndicate of agents led by iA Private Wealth Inc. and including Canaccord Genuity (collectively, the "Agents"). In connection with the Offering, the Agents received, as compensation: (i) cash compensation of $673,800; and (ii) 673,800 broker warrants (the "Broker Warrants"), each Broker Warrant entitling the holder thereof to acquire a Common Share at $1.00 for a period of 24 months from issuance. The Company also paid iA Private Wealth Inc. a corporate finance work fee of $50,000, plus applicable taxes.
The TSX Venture Exchange (the "TSX-V") has approved the listing of the Common Shares issued in connection with the Offering, and the Common Shares issuable upon the exercise of the Warrants and Broker Warrants.
The securities issued under the Offering have a hold period of four months and one day from the date hereof.
Certain officers (collectively, the "Insiders") of Carebook subscribed in the Offering for an aggregate of 60,000 Units. As related parties of the Company participated in the Offering, their subscriptions are deemed to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on an exemption from the formal valuation and minority shareholder approval requirements set out in MI 61-101, as the fair market value of the Insiders' participation in the Offering does not exceed 25% of the Company's market capitalization calculated in accordance with MI 61-101.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined under applicable securities laws) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, employers, and benefits providers. Based in Montreal and led by a world-class team and Board with extensive global business and healthcare industry experience, Carebook's core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint®. InfoTech is a recognized global leader in health and productivity risk management. InfoTech's proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees' physical health, mental health and well-being, and their impact on work and business effectiveness. InfoTech's significant international client base will contribute to the growth of Carebook's global footprint. Carebook's shares trade on the TSXV under the symbol "CRBK" and the Company's shares also trade on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.
www.carebook.com
About ICM Limited
ICM Limited ("ICM") is an international fund manager and corporate finance adviser headquartered in Bermuda with expertise in listed equity, private equity, and fixed income. ICM manages directly and indirectly over US$24bn, and specialises in the following investment sectors: utility & infrastructure, financial services, mining and resources, mobility and technology. ICM is an active investment-led manager with significant hands on investment experience, which it seeks to use to the investee company's advantage. ICM is well placed to support its investments with offices in Bermuda, Australia, Canada, Ireland, New Zealand, Singapore, South Africa, South Korea, the United Kingdom, and over 70 staff globally. To find out more information, visit www.icm.limited
About UIL Limited
UIL Limited is a closed-end investment company with a diverse portfolio by geography and sector, holding gross assets of approx. £548.5m. It is traded on the London Stock Exchange (Ticker: UTL.L) and registered in Bermuda (No 39480). UIL Limited has a wide investment mandate covering a range of sectors and geographic markets. Core sectors include utility & infrastructure, financial services, mining and resources, mobility and technology. To access more information, visit www.uil.limited
Notice regarding forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business, including regarding the timing of closing of the Acquisition and the intended use of proceeds of the Offering. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including economic factors, management's ability to manage and to operate the business of Carebook, management's ability to successfully integrate the Company's contemplated and completed acquisitions and to realize the synergies of such acquisitions (including the Acquisition), management's ability to successfully complete product studies, the equity markets generally and risks associated with growth and competition, as well as the risk factors identified in the Company's management's discussion and analysis for the year ended December 31, 2020 and described under the heading "Item 21 – Risk Factors" in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company's profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.
Neither 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 Carebook Technologies Inc.
Carebook Investor Relations Contact: Jeffrey Kadanoff, CFO, Email : [email protected], Telephone: (514) 502-1135; Carebook Media Contact: Nick Clements, VP, Marketing, Email: [email protected], Telephone: (250) 575-2360
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