EDMONTON, AB, Oct. 4, 2012 /CNW/ - Medwell Capital Corp. ("Medwell" or the "Company") (TSXV: MWC) today announced the closing of its private placement and reorganization. The private placement consisted of 2,719,625 common shares at a price of $1.60 per share for gross proceeds of $4,351,400. Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP and Birch Hill Equity Partners (Entrepreneurs) IV, LP (collectively the "LPs") subscribed for an aggregate of 2,343,750 common shares for gross proceeds of $3,750,000. Birch Hill Equity Partners Management Inc., as general partner of each of the LPs, now controls or directs 3,249,970 common shares representing approximately 44.7% of the 7,270,071 issued and outstanding common shares. Insiders of the Company subscribed for an aggregate of 132,125 common shares. All of the common shares issued pursuant to the private placement are subject to a hold period expiring February 3, 2013.
The subscription by the LP's and insiders for common shares pursuant to the private placement constituted a "related party transaction" pursuant to the provisions of Multilateral Instrument 61-101 ("MI 61-101"), and required minority shareholder approval, which was obtained at the Company's annual general and special meeting scheduled, held on August 29, 2012.
The Company is relying on the exemption contained in subsection 5.5(b) of MI 61-101 to provide a formal valuation in connection with the private placement on the basis that none of its securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Exchange, or a stock exchange outside of Canada and the United States, other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.
Pursuant to the previously disclosed reorganization, the Company's healthcare related assets were transferred to a limited partnership of which Medwell owns 100% of the issued shares of the general partner and 100% of the issued limited partnership units. In connection with the reorganization, Gordon Politeski and Dr. John Wetherell have resigned as directors of Medwell to become directors of the general partner Medwell Partnership GP Ltd. ("Medwell GP"), and Michael Salamon and Patrick Barry are appointed as directors of both Medwell and Medwell GP.
About Medwell Capital Corp.
Medwell Capital Corp. is a Canadian-based investment and advisory firm. For further information please visit www.medwellcapital.com.
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.
This press release may contain forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Corporation's ongoing quarterly and annual reporting. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Medwell Capital Corp.
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