/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.
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 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.
For further information: WELL Health Technologies Corp.: Hamed Shahbazi, Chief Executive Officer, Chairman and Director, Tel. (604) 628-7266, [email protected], www.WELL.company; WELL Media Contact: Nadia Gillis, Tel. (778) 990-9202, [email protected]; WELL Investor and Corporate Communications: Kia Besharat - Senior Managing Director, Gravitas Securities, Tel. (778) 327-6876, [email protected]