MONTREAL, May 23, 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 the closing of its previously announced $1.25 million non-brokered private placement financing of units of the Company (the “Units“) with Permanent Mutual Limited, an affiliate of its largest shareholder, UIL Limited (“UIL“) at an issue price of $0.10 per Unit (the “Transaction“). The Transaction resulted in the issuance of 12,500,000 common shares in the capital of the Company (each, a “Common Share“) and 187,500 Common Share purchase warrants (each, a “Warrant“), with each Warrant entitling the holder thereof to acquire, on payment of $0.15 to the Company, one Common Share on or before May 23, 2025.
The TSX Venture Exchange (the “Exchange“) has conditionally approved the Transaction and the listing of the Common Shares issued under the Transaction and the Common Shares issuable upon the exercise of the Warrants, as applicable. The Common Shares and the Warrants issued under the Transaction, as well as the Common Shares issuable upon exercise of the Warrants, are subject to a restricted period under applicable Canadian securities laws of four months and one day following the date hereof, ending on September 24, 2023.
The subscriber is an affiliate of UIL. 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 a formal valuation of, and minority shareholder approval of, the “related party transaction”. Pursuant to MI 61-101, the Company has relied 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 does not exceed $2.5 million, as determined in accordance with MI 61-101. The Company did not file a material change report at least 21 days prior to closing of the Transaction, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Transaction in an expeditious manner. The Company will file a material change report within 10 days following the date hereof, 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 described herein 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.
UIL is a London Stock Exchange listed investment company of which Mr. Alasdair Younie, a director of the Company, is a representative. Immediately prior to completion of the Transaction, UIL beneficially owned or exercised 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 have owned, or have had direction or control over, 68,474,668 Common Shares, representing in the aggregate approximately 62.1% of the issued and outstanding Common Shares (on a partially diluted basis).
Immediately after completion of the Transaction, UIL and its joint actors beneficially own or exercise control or direction over, directly or indirectly, 61,046,167 Common Shares, representing approximately 59.4% of the issued and outstanding Common Shares, as well as 6,068,383 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 and its joint actors, UIL and its joint actors would own, or have direction or control over, 81,162,168 Common Shares, representing in the aggregate approximately 66.1% of the issued and outstanding Common Shares (on a partially diluted basis).
The Transaction described herein has been entered into by the subscriber for investment purposes. UIL and its joint actors may, from time to time, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over Common Shares or other securities of Carebook through market transactions, private agreements, or otherwise.
In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, UIL will file an early warning report regarding the Transaction on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Carebook’s issuer profile. Carebook’s head office is located at 1400-2045 Stanley Street, Montreal, Quebec H3A 2V4. A copy of such early warning reports may be obtained by contacting Olivier Giner, Chief Financial Officer, at (450) 977-0709.
The Company has determined that as a result of the Transaction, it will continue to no longer meets one of the Exchange’s public distribution requirements applicable to Tier 1 issuers, since less than 20% of the issued and outstanding Common Shares are owned, or controlled or directed by, Public Shareholders (as defined in the Exchange’s policies). Failure to meet this technical requirement is not expected to have any impact on the operations and business of the Company. Nevertheless, Carebook is committed to complying with the Exchange’s public distribution requirements applicable to Tier 1 issuers and will be evaluating further financing opportunities based on prevailing market conditions through one or more equity or equity-based private placement(s) with Public Shareholders to regain compliance with the Exchange’s public distribution requirements, which the Company intends to achieve within the next four months, subject to prevailing market conditions.
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.”
Carebook Investor Relations Contact:
Olivier Giner, CFO
Telephone: (450) 977-0709
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 use of proceeds of the private placement and the expectation that the Company will regain compliance with the public distribution requirements of the Exchange. 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 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, risks associated with growth and competition, management’s ability to achieve profitability for the Company, management’s ability to pursue and complete financing opportunities on attractive terms or at all, as well as the risk factors described under the heading “Risk Factors” and elsewhere in the Company’s management’s discussion and analysis for the year ended December 31, 2021, a copy 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.