/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER and HONG KONG, April 24, 2018 /CNW/ - Wellness Lifestyles Inc. (TSX.V: WELL) (the "Company" or "WELL"), an owner and operator of Primary Healthcare facilities and Wellness Centres in Canada, is pleased to announce that it has entered into subscription agreements for the sale of up to $7,315,961 of its common shares in a private placement led by Hong Kong business leader Mr. Li Ka-shing. The strategic investment by Mr. Li Ka-shing will be made in connection with a non-brokered private placement offering of up to 22,169,578 shares at a price of $0.33 per share for gross proceeds of up to $7,315,961 (the "Offering"). The offering price of $0.33 per share represents a 3% premium to the 10-day volume weighted average price (VWAP).
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.
"We couldn't be more excited to have Mr. Li Ka-shing join WELL as a major shareholder and strategic partner," said Hamed Shahbazi, Founder and Chairman of WELL. "Mr. Li Ka-shing has an amazing track record of backing winners who are solving real problems in their respective markets. This investment reflects the material size of the global market opportunity associated with WELL's business and its corresponding opportunity to positively impact patients to better health."
Mr. Shahbazi, who is currently Chairman and a director of WELL and will be formally appointed the CEO of the Company on May 23, 2018, will co-invest with Mr. Li Ka-shing in the amount of $1,826,241 as part of the Offering.
The net proceeds of the Offering are intended to be used in connection with the Company's plans to further consolidate healthcare facilities and integrate accretive technologies. The Company closed on its first acquisition of 6 medical clinics in February 2018 and is investigating further acquisitions. Once a critical mass presence is established in Canada, the Company intends to look at acquisitions south of the border and beyond if and when circumstances warrant. 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 would 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 Wellness Lifestyles Inc.
The Company owns and operates Primary Healthcare Facilities in the Province of British Columbia. WELL's facilities engage more than 34 general practitioners who serve more than 240,000 patient visits per year including service delivery through Telemedicine. Wellness Lifestyles Inc. was recognized as a TSX Venture 50 Company in 2018. Gravitas Securities currently acts as exclusive financial advisor to Wellness Lifestyles Inc.
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.
WELLNESS LIFESTYLES INC.
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, the use of proceeds of the Offering, the appointment of Mr. Shahbazi as CEO, WELL's opportunity to consolidate and modernize primary healthcare facilities initially in Canada and then other markets 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 Wellness Lifestyles Inc
For further information: Mr. Hamed Shahbazi - Chairman - Wellness LifeStyles Inc., Tel. 604-628-7266, Email: firstname.lastname@example.org; Mr. Kia Besharat - Senior Managing Director & Head of Capital Markets Origination - Gravitas Securities Inc., Tel. 778-327-6876, Email: Kbesharat@gravitassecurities.com