Carebook Announces Private Placement Amendment
/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
MONTREAL, July 21, 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, today announced that it is amending the terms of the brokered private placement offering previously announced by the Company on June 29, 2021 being led by iA Private Wealth Inc., on behalf of a syndicate that includes Canaccord Genuity (collectively, the "Agents"), on a "best efforts" basis.
The offering will now consist of the sale of up to 14,000,000 units of Carebook (the "Units") at a price of $1.00 per Unit (the "Offering Price") for gross proceeds of up to $14,000,000 (the "Offering"). Each Unit shall be comprised of one common share of Carebook (each, a "Common Share") and one-half of one common share purchase warrant, each whole warrant entitling the holder thereof to acquire a Common Share at $1.47 for a period of 24 months from issuance. In addition, the Company will grant the Agents an option (the "Over-Allotment Option") to arrange for the purchase of additional Units in an amount equal to 15% of the Units sold pursuant to the Offering at a price equal to the Offering Price. The Over-Allotment Option shall be exercisable, in whole or in part, at any time for a period ending 48 hours prior to the Closing Date (as defined below).
The Company intends to use the net proceeds of the Offering to complete its previously announced acquisition (the "Acquisition") of all of the issued and outstanding securities of an industry leading company providing a technology platform that powers health and well-being programs for major corporations and organizations around the world, including allocating a portion of the net proceeds to repay indebtedness and for general corporate and working capital purposes, the whole to allow the Company to maintain its financial commitments to its lenders, whose consent is necessary to complete the Acquisition.
The Offering is expected to close on or about July 29, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the final approval of the TSX Venture Exchange.
The Offering will be made by way of private placement to certain accredited investors in each of the provinces of Canada. In addition, the Agents will offer the Units for sale by way of private placement exemptions (i) in the United States and (ii) in those jurisdictions outside of Canada and the United States that are agreed to by the Company and iA Private Wealth Inc.; provided it is understood that the Company will not be required to register or make any filings (other than reports on sales of securities in the United States and Canada) in such jurisdictions.
The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.
At the closing of the Offering, the Company will pay to the Agents a cash fee equal to 6.0% of all gross proceeds raised in connection with the Offering (reduced to 1.0% for purchasers on the Company's president's list) and a number of warrants (the "Broker Warrants") equal to 6.0% of the number of Units issued by the Company under the Offering including the Over-Allotment Option (reduced to 1.0% for purchasers on the Company's president's list). Each Broker Warrant shall entitle the Agents to acquire one Common Share at the Offering Price for a period of 24 months from the Closing Date, subject to compliance with the pricing requirements of the TSX Venture Exchange. The Company also agreed to pay iA Private Wealth Inc. a corporate finance work fee of $50,000 plus applicable taxes.
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.
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 potential synergies from the Acquisition, the potential growth prospects of Carebook and its subsidiaries, Carebook's products and technologies, the timing of closing of the Acquisition and the Offering 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 risks regarding the failure to obtain TSXV approvals, failure to successfully close the Offering, failure to obtain the approval of Carebook's lenders, 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.
Company Codes: OTC-PINK:CRBKF, TorontoVE:CRBK, Frankfurt:PMM1
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