Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or
“Novo”) today provides an update with respect to the following
previously disclosed pending transactions: (i) the Blacksheep Trust
One Billion Dollar Master Collateral Transfer Agreement (the
“Collateral Transfer Facility”), (ii) the Letter of Funding
Commitment for a direct investment in the Company of $40,000,000
from Sheikh Khaled bin Mohammad bin Fahad Al Thanayan (“Sheikh
Khaled”) to develop eldercare facilities in Canada, and (iii) the
unsecured 15-year $70,000,000 promissory note with RC Consulting
LLC in favor of SCP Tourbillion Monaco for a lump sum debt funding
of $57,000,000:
Collateral Transfer Facility. It is important to note
that a facility of this nature is not a novelty nor unique to Novo,
but rather an effective financing tool in European and Asian
marketplaces.
What is the Collateral? The Company’s
preliminary due diligence establishing the existence of the
collateral in a form and amount sufficient to fulfill the
contemplated transfer reflected a GOLD-BACKED GUARANTEE (the
“Collateral”).
Validation and Authentication. The
pending Collateral validation and authentication will be conducted
by an independent PCAOB auditor as the Collateral to be transferred
will be reflected on the Company’s balance sheet. Upon verification
and authentication of the Collateral, the parties will enter into a
Collateral Transfer Agreement and other ancillary agreements
related to the book transfer and segregation of collateral.
Monetization. Upon completion of the
Collateral transfer, the Company expects to leverage the Collateral
in order to obtain a significant line of credit. The line of credit
would be secured solely by the Collateral, leaving the balance of
the Company’s assets free and clear.
Blacksheep Trust Compensation. Upon
successful monetization, the Company will advance the prescribed
fee of 15% of the monetization amount to Blacksheep Trust. This is
the first time Blacksheep Trust will be entitled to ANY
compensation. Upon further draw-down of funds from the Collateral
backed line of credit for deal flow, Blacksheep Trust will be
entitled to an annual distribution of 10% of net profits as
identified by an independent auditor based on the Company’s
business activity resulting from the direct investment of any funds
derived from monetization.
Risk to Company up to Monetization.
Prior to monetization, there is no risk to the Company as a result
of the Collateral Transfer Facility.
What is Blacksheep Trust? Blacksheep
Trust is a New York-based private express trust settled for the
purposes of Benevolent Services with (i) a 33% allocation to
charitable services, and (ii) 67% allocation to social economic
development.
Who is Blacksheep Trust?
- Administered by multiple Trustees.
- Mr. Baron, Trustee. Prior to assuming his role as a trustee of
Blacksheep Trust, Mr. Baron was involved in an unfortunate
circumstance that cost him his reputation and prompted his shift of
focus to charitable services and social economic development.
- Mr. Sanjeev Verma, Executive Trustee. Mr. Verma is a
distinguished former international banker with 30 years of banking
and financial services expertise, having previously worked with
Goldman Sachs, Deutsche Bank, Standard Chartered Bank, and Charles
Schwab. Mr. Verma has extensive experience working with global
regulators and implementing robust risk management and governance
structures. We anticipate that Mr. Verma will be Blacksheep Trust’s
nominee to serve on Novo’s Board of Directors. In this role, we
expect that Mr. Verma will bring his wealth of expertise and
distinguished reputation, and will play a pivotal role on Novo's
Board, pending the successful transfer of collateral through the
Collateral Transfer Facility. Expressing his anticipation for this
project, Mr. Verma stated, "As an Executive Trustee of Blacksheep
Trust, I look forward to contributing to Novo's success. Our
mission is to uphold the highest standards, and I am eager to bring
my expertise to Novo’s Board upon the successful completion of the
collateral transfer."
$40,000,000 Letter of Funding Commitment from Sheikh
Khaled. As previously announced, the Company has a funding
commitment for a direct investment of $40,000,000 from Sheikh
Khaled through Gulf International Minerals and Energy Group
(GIMEG). The funding is expected to result in project-specific
joint ventures for development of elder care and senior living
community facilities in Canada. The Company is actively working to
identify and secure the initial eldercare facility for this
project.
Unsecured 15-year $70,000,000 Promissory Note. On
April 27, 2023, the Company disclosed the issuance of an unsecured
15-year $70,000,000 promissory note, for a lump sum debt funding of
$57,000,000, to RC Consulting LLC in favor of SCP Tourbillion
Monaco. As a result of the Company’s then non-compliance with
Nasdaq’s continued listing requirements, the Company was unable to
receive any funds available to it through the coupon. On May 31,
2023, the Company regained Nasdaq compliance, resulting in the
commencement of underwriting and lender compliance review.
Regarding the current funding timeline, Roland Coston, President
and CEO of RC Consulting LLC, commented, “RC Consulting Group
L.L.C’s duties as a fiduciary in any transaction are taken
seriously and acted on with the utmost in professionalism and
integrity. In short order Novo Integrated Sciences Inc. will be
granted the right of first draw against the coupon resulting in a
more significant role for RC as it relates to ensuring a good
compliance standing. Our address of business is for convenience and
privacy purposes as well as security, the simple fact that this
needs to be explained in any forum is a testament to the suspect
motive behind the inquiry.”
About Novo Integrated Sciences,
Inc.
Novo Integrated Sciences, Inc. is pioneering a holistic approach
to patient-first health and wellness through a multidisciplinary
healthcare ecosystem of services and product innovation. Novo
offers an essential and differentiated solution to deliver, or
intend to deliver, these services and products through the
integration of medical technology, advanced therapeutics, and
rehabilitative science.
We believe that “decentralizing” healthcare, through the
integration of medical technology and interconnectivity, is an
essential solution to the rapidly evolving fundamental
transformation of how non-catastrophic healthcare is delivered both
now and in the future. Specific to non-critical care, ongoing
advancements in both medical technology and inter-connectivity are
allowing for a shift of the patient/practitioner relationship to
the patient’s home and away from on-site visits to primary medical
centers with mass-services. This acceleration of “ease-of-access”
in the patient/practitioner interaction for non-critical care
diagnosis and subsequent treatment minimizes the degradation of
non-critical health conditions to critical conditions as well as
allowing for more cost-effective healthcare distribution.
The Company’s decentralized healthcare business model is
centered on three primary pillars to best support the
transformation of non-catastrophic healthcare delivery to patients
and consumers:
- First Pillar: Service Networks. Deliver multidisciplinary
primary care services through (i) an affiliate network of clinic
facilities, (ii) small and micro footprint sized clinic facilities
primarily located within the footprint of box-store commercial
enterprises, (iii) clinic facilities operated through a franchise
relationship with the Company, and (iv) corporate operated clinic
facilities.
- Second Pillar: Technology. Develop, deploy, and integrate
sophisticated interconnected technology, interfacing the patient to
the healthcare practitioner thus expanding the reach and
availability of the Company’s services, beyond the traditional
clinic location, to geographic areas not readily providing
advanced, peripheral based healthcare services, including the
patient’s home.
- Third Pillar: Products. Develop and distribute effective,
personalized health and wellness product solutions allowing for the
customization of patient preventative care remedies and ultimately
a healthier population. The Company’s science-first approach to
product innovation further emphasizes our mandate to create and
provide over-the-counter preventative and maintenance care
solutions.
Innovation through science combined with the integration of
sophisticated, secure technology assures Novo Integrated Sciences
of continued cutting-edge advancement in patient-first
platforms.
For more information concerning Novo Integrated Sciences, please
visit www.novointegrated.com.
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Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, or the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical facts included
in this press release are forward-looking statements. In some
cases, forward-looking statements can be identified by words such
as "believe," “intend,” "expect," "anticipate," "plan,"
"potential," "continue," or similar expressions. Such
forward-looking statements include risks and uncertainties, and
there are important factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. These factors, risks, and uncertainties
are discussed in Novo’s filings with the Securities and Exchange
Commission. Investors should not place any undue reliance on
forward-looking statements since they involve known and unknown
uncertainties and other factors which are, in some cases, beyond
Novo’s control which could, and likely will, materially affect
actual results, levels of activity, performance or achievements.
Any forward-looking statement reflects Novo’s current views with
respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to operations, results of
operations, growth strategy and liquidity. Novo assumes no
obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results
could differ materially from those anticipated in these
forward-looking statements, even if new information becomes
available in the future. The contents of any website referenced in
this press release are not incorporated by reference herein.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231006132923/en/
Chris David, COO & President Novo Integrated Sciences, Inc.
chris.david@novointegrated.com (888) 512-1195
Novo Integrated Sciences (NASDAQ:NVOS)
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