$1 Million Convertible Debt Financing Provides Additional Flexibility
MONTREAL, Sept. 28, 2022 /CNW Telbec/ - 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 its two largest shareholders have continued to support the Company's growth strategy by way of a $1 million private placement of convertible debt (the "Transaction").
"Our second quarter results showed a continuation of the positive trend begun at the start of our current fiscal year. Our recent announcements of major wins with tier one employers provide the true validation of the success of our strategy and renewed focus on the growing employer market," stated Michael Peters, Carebook's Chief Executive Officer. "This financing demonstrates and reinforces our largest shareholders' support for our strategy. In addition to this new financing from SAYKL and UIL, the Company intends to pursue additional financing opportunities to allow the Company to further pursue its growth strategy. We continue to work closely with potential financing sources and intend to update the market in due course on our financing initiatives".
As announced in December 2021, the Company had entered into loan agreements with each of SAYKL Investments Ltd. (a significant shareholder controlled by Dr. Sheldon Elman, the Executive Chairman of the Company, and by Stuart M. Elman, a director of the Company) and UIL Limited, currently the Company's largest shareholder (each, a "Lender" and collectively, the "Lenders") pursuant to which the Lenders established loans in favour of the Company in the principal amount of $0.5 million each (the "Loan Agreements") for an aggregate principal amount of $1 million.
As part of the Transaction, the Company has agreed with the Lenders to amend the terms of the Loan Agreements in order to (i) provide an additional $1 million to the Company, bringing the aggregate principal amount outstanding to the Lenders to $2 million (the "Principal Amount") and (ii) add a conversion into common shares feature.
Terms of the Transaction
The revised terms of the lending arrangements with the Lenders are contained in amended and restated loan agreements by and among the Company and each of the Lenders (each an "A&R Agreement" and together the "A&R Agreements"). Interest on the Principal Amount outstanding under each A&R Agreement will be payable quarterly at a rate of CDOR + 10%, and the A&R Agreements will mature on December 22, 2026. The obligations of the Company under the A&R Agreements will be subordinated to the Company's obligations under its existing senior credit facilities. To secure the Company's obligations under the A&R Agreements, the Company has agreed to grant to each of the Lenders a security interest and hypothec in all of the property and undertaking of the Company, subordinated to the security interests granted by the Company to its senior lenders. The proceeds from this financing will be used to repay the term facility with the senior lenders, for working capital and general corporate purposes.
Pursuant to the A&R Agreements, the Principal Amount will be convertible, in whole or in part, at any time, and from time to time, following the date of issue, at the sole option of a Lender into common shares of the Company (each a "Common Share", and collectively, the "Common Shares") at a conversion price equal to CDN$0.175 per Common Share (a "Conversion"). The Common Shares will be subject to resale restrictions in accordance with applicable Canadian securities legislation.
The Transaction is expected to close on or about September 30, 2022, subject to customary closing conditions, including approval from the TSX Venture Exchange ("TSX-V"). The Company has applied to the TSX-V to obtain conditional approval for the Transaction and the listing of the Common Shares issuable upon a Conversion.
Disclosure Required under MI 61-101
Each of the Lenders 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 minority shareholder approval requirement set out in MI 61-101 as the fair market value of the transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. 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.
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
Phone: (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 Transaction, the expected closing date of the Transaction and the pursuit by the Company of additional financing opportunities. 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. 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, 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.
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