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.
Disclosure Required under MI
61-101
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.
Information Required under the
Early Warning Reporting Regime
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.
Continued Listing
Requirements
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.
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 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.