/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"
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.
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]