MONTREAL, Feb. 27, 2023 /CNW/ – Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian provider of innovative digital health solutions, is pleased to announce that it intends to undertake and complete a non-brokered private placement financing of units of the Company (the “Units“) with its largest shareholder, UIL Limited (“UIL“), at an issue price of $0.10 per Unit, for aggregate proceeds to the Company of $1.25 million (the “Private Placement“). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share“) and 0.015 common share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant will entitle its holder to acquire, on payment of $0.15 to the Company, one Common Share for a period ending on the second anniversary of the Closing Date (as defined below). As such, the Private Placement will represent the issuance of 12,500,000 Common Shares and 187,500 Warrants.
The Company intends to use the proceeds from the Private Placement to pay outstanding obligations due to its creditors, for working capital requirements and other general corporate purposes. The Private Placement is anticipated to close on or about March 6, 2023 (the “Closing Date“). The closing of the Private Placement is subject to certain conditions, including the approval of the Exchange and certain other conditions customary to a private placement of this nature. All securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period from the Closing Date.
Disclosure Required under MI 61-101
UIL is a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). As a result, the Transaction is considered to be a “related party transaction” as such term is defined by MI 61-101, requiring the Company, in the absence of exemptions, to obtain minority shareholder approval of the “related party transaction”. The Company intends to rely on an exemption from the formal valuation requirement as no securities of the Company are listed or quoted on certain specified exchanges, and on an exemption from the minority shareholder approval requirement as the fair market value of the Common Shares issuable under the Private Placement does not exceed $2.5 million, as determined in accordance with MI 61-101. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, UIL, has knowledge of any material information concerning the issuer or its securities that has not been generally disclosed. The Company intends to file a material change report within the required timeframe, which will contain all prescribed disclosure relating to this related party transaction.
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.
Information on UIL
UIL Limited is a London Stock Exchange listed investment company of which Mr. Alasdair Younie, a director of the Company, is a representative. Currently, UIL beneficially owns or exercises control or direction over, directly or indirectly, 36,046,167 Common Shares of the Company, representing 46.4% of the issued and outstanding Common Shares. UIL also owns, or has direction or control over, 5,693,383 warrants to purchase one Common Share and $2.25 million aggregate principal amount of loans convertible into up to 14,047,618 Common Shares.
Immediately after completion of the financing, UIL will beneficially own or exercise control or direction over, directly or indirectly, 48,546,167 Common Shares, representing 53.8% of the issued and outstanding Common Shares, as well as 5,880,883 Common Share purchase warrants and $2.25 million aggregate principal amount of loans convertible into up to 14,047,618 Common Shares. Assuming a full conversion of the convertible loans under which UIL is a lender, and assuming the exercise in full of the warrants held by UIL, UIL would own, or have direction or control over, 68,474,669 Common Shares, representing in the aggregate approximately 62.1% of the issued and outstanding Common Shares (on a partially diluted basis).
About Carebook Technologies
Carebook’s digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create a comprehensive digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook’s shares trade on the TSXV under the symbol “CRBK,” on the OTC Markets under the symbol “CRBKF,” and are listed on the Open Market of the Frankfurt Stock Exchange under the symbol “PMM1.”
For further information contact:
Carebook Investor Relations Contact:
Olivier Giner, CFO
Email: ir@carebook.com
Telephone: (450) 977-0709
Notice regarding forward-looking statements:
This release includes forward-looking information and forward-looking statements within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business. 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. The forward-looking information in this release include, but is not limited to, statements with respect to the intended use of proceeds from the Private Placement, the expected Closing Date of the Private Placement and the expectation that regulatory approvals will be obtained regarding the Private Placement. 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, and undue reliance should not be placed on such forward-looking statements. The forward-looking statements reflect the Company’s current views with respect to future events based on currently available information and are inherently subject to risks and uncertainties. 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 the Company’s inability to obtain approval from the Exchange or to meet the other conditions for completion of the Transaction, the Company’s inability to secure additional financing, economic factors, management’s ability to manage and to operate the business of Carebook, management’s ability to successfully integrate the Company’s completed acquisitions and to realize the synergies of such acquisitions, 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, 2021 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.
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.