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VANCOUVER, BC and MONTRÉAL, Sept. 28, 2020 /CNW/ – Pike Mountain Minerals Inc. (« Pike » or the « Company ») and Carebook Technologies Inc. (« Carebook ») announced today that on September 14, 2020, shareholders of Pike approved the previously announced business combination and reverse takeover transaction (the « Proposed Transaction ») and on September 25, 2020, Carebook received conditional approval from the TSX Venture Exchange (the « TSX-V ») for the listing of common shares of the issuer resulting from the Proposed Transaction (the « Resulting Issuer »).
Carebook also announced today that it has secured an additional private placement financing of C$2,670,000 (the « Additional Private Placement »), which was conducted in connection with the Proposed Transaction.
The Additional Private Placement, together with the Initial Private Placement, bring the total aggregate proceeds raised in connection with the Proposed Transaction to C$21,000,000.
« We believe that the additional financial support from shareholders that resulted in this financing being oversubscribed to $21 million is validation that Carebook is leading the transformation of digital health with industries focused on providing accessible, connected health for their customers around the globe, » said Pascale Audette, Chief Executive Officer of Carebook.
A listing application on Form 2B (the « Listing Application ») prepared in accordance with the policies of the TSX-V will be made available on Pike's profile on SEDAR at www.sedar.com.
For additional information about the Proposed Transaction, please refer to Pike's press releases dated June 26, 2020 and August 7, 2020, as well as Pike's management information circular dated August 7, 2020, which are available at www.sedar.com under Pike's profile, as well as the Listing Application which will be filed on SEDAR under Pike's profile.
The Proposed Transaction is currently scheduled to close on or about October 1, 2020.
Closing of the Proposed Transaction is subject to a number of closing conditions customary to a transaction of the nature of the Proposed Transaction, including those described in the Listing Application.
The Resulting Issuer's common shares are expected to commence trading on the TSX-V under the name « Carebook Technologies Inc. » the week of October 5, 2020 following the issuance by the TSX-V of its final bulletin in respect of the Listing Application.
The issuance of the final bulletin is subject to Carebook fulfilling customary listing conditions imposed by the TSX-V. The trading symbol of the Resulting Issuer will be « CRBK ».
In connection with the Additional Private Placement, Carebook entered into subscription agreements with certain arm's length investors who have agreed to acquire an aggregate of 1,068,000 units of Carebook (each, a « Unit ») consisting of one Carebook common share and one-half of one Carebook common share purchase warrant (each whole warrant, a « Carebook Warrant »).
The subscription price for each Unit is C$2.50, being the same price as the subscription receipts that were issued pursuant to the previously announced private placement that was completed on August 7, 2020 in connection with the Proposed Transaction (the « Initial Private Placement »). Each Carebook Warrant will entitle the holder thereof to acquire one Carebook common share at a price of C$3.125 up to 24 months after the date of closing of the Proposed Transaction.
Upon completion of the Proposed Transaction, the Carebook common shares will be exchanged on a one-for-one basis with common shares of the Resulting Issuer, and each Carebook Warrant will be exchanged on a one-for-one basis with warrants of the Resulting Issuer on economically equivalent terms.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital products for pharmacies, insurance providers, governments, businesses, and more. Based in Montreal, and run by a senior management team and Board with significant health and digital experience, Carebook's core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. Additional information can be found at www.carebook.com
Pike was incorporated under the Business Corporations Act (British Columbia) on July 11, 2018. On September 16, 2019, it completed its initial public offering and the Pike Common Shares began trading on the Canadian Stock Exchange under the trading symbol « PIKE » shortly thereafter. As of August 14, 2020, Pike is no longer listed on the Canadian Stock Exchange.
FORWARD LOOKING STATEMENTS
Certain statements included in this press release regarding Pike's and Carebook's current and future plans, expectations and intentions, or any other future events or developments, including the Proposed Transaction, expected listing date, expected ticker symbol and other statements that are not historical facts constitute forward-looking statements. Forward-looking statements are typically identified by the use of terminology such as « estimate », « project », « belief », « anticipate », « intend », « expect », « plan », « predict », « may » or « should » and the negative of these terms or such variations thereon or comparable terminology. Forward-looking statements are based on estimates and assumptions made by Pike's and Carebook's management in light of such management's respective experience and perception of historical trends, current conditions and expected future developments, as well as factors management believes appropriate. Accordingly, undue reliance should not be placed on such forward-looking statements.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the failure to satisfy all conditions precedent or obtain all regulatory approvals for the Proposed Transaction, including by the dates indicated; the anticipated costs to complete the Private Placements and Proposed Transaction may exceed current expectations; Carebook (and therefore, the Resulting Issuer) may be unable to successfully execute its business strategy such that future growth, results of operations, performance and business prospects and opportunities of Carebook (and therefore, the Resulting Issuer) may not be as currently anticipated; new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and the on-going COVID-19 pandemic may impact product demand. There are numerous other factors, many of which are out of Pike's and Carebook's control, that could cause Pike's and Carebook's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets or the economy generally; results of operation activities and development of projects; unanticipated costs and expenses; and general market and industry conditions. These factors and fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable).
Pike and Carebook caution that the foregoing list of material factors is not exhaustive. When relying on these forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of factors is not exhaustive and subject to change. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking statements contained in this press release represent Pike's and Carebook's expectations as of the date of this press release and are subject to change after such date. Pike and Carebook have no intention, and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the 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 press release.
SOURCE Carebook Technologies Inc.