Health Logic Interactive Inc. (formerly FanLogic
Interactive Inc.) (the "
Corporation") announces
that, given the recent announcement that the Alberta Securities
Commission has revoked its previously issued cease trade order in
respect of the Corporation’s securities, and the completion the TSX
Venture Exchange review, the TSX Venture Exchange subsequently
lifted its trading suspension on the Corporation’s common shares
which will be reinstated for trading effective March 15,
2021. The Corporation also announces that it intends to
convert certain debt of the Corporation and its subsidiary into
equity of the Corporation at a deemed price of $0.05 per share,
subject to the satisfaction of certain conditions set out herein.
Trading on NEX
As previously announced, the Corporation
officially changed its name to “Health Logic Interactive
Inc.”, changed its trading symbol to CHIP, and
consolidated all of its issued and outstanding common shares on the
basis of one post-consolidation share for every 10
pre-consolidation shares outstanding prior to the consolidation
(resulting in 7,397,440 post-consolidations common shares being
outstanding). The existing share certificates representing the
pre-consolidation common shares issued under the former name of
FanLogic Interactive Inc. will need to be exchanged for new
post-consolidation common shares under the name Health Logic
Interactive Inc. Each registered shareholder has previously been
provided with a Transmittal Letter to complete and return to the
Corporation's transfer agent Computershare Trust Company of
Canada.
The common shares of the Corporation will be
reinstated for trading on the NEX board of the TSX Venture
Exchange, and the name change and consolidation will be effective
for trading purposes on the NEX, commencing at the opening of
trading on March 15, 2021 with the common shares of the Corporation
trading under the new trading symbol "CHIP".
Conversion of First Promissory
Notes
The Corporation also announces that, subject to
the approval of the TSX Venture Exchange, the holders of an
aggregate of $200,000 principal amount of secured, convertible
promissory notes (the "First Notes") previously
issued by the Corporation have agreed to convert the principal and
interest owing under such notes into 4,612,822 units
("First Note Units") of the Corporation, a deemed
price of $0.05 per First Note Unit (for aggregate consideration of
$230,641), in full and final settlement of all principal ($200,000)
and interest ($30,641) outstanding under such notes. Each First
Note Unit consists of one common share in the capital of the
Corporation ("Common Share") and one common share
purchase warrant ("First Note Warrant"), with each
such First Note Warrant exercisable for a period of two years from
the date of issuance for one additional Common Share of the
Corporation at a price equal to $0.10 per share.
Subject to the approval of the TSX Venture
Exchange to the conversion of the First Notes as discussed above,
the holders of the First Notes have also agreed to exercise all of
the First Note Warrants issued to them upon conversion of the First
Notes resulting in the issuance of a further 4,612,822 common
shares.
Each of the former First Note Holders has
further agreed with the Corporation to not sell the Common Shares
received upon conversion of the First Notes and exercise of the
First Note Warrants, except in limited circumstances.
Notwithstanding the foregoing,12.5% of the shares held by each such
person will be released from these resale restrictions every 3
months for the next 24 months (with the first release being in June
2021).
The First Notes were issued by the Corporation
on July 10, 2020 to fund the activities necessary to have the cease
trade order previously issued by the Alberta Securities Commission
revoked, to pay certain receivables and for general working capital
purposes. The term of the First Notes was two years. The First
Notes bore interest at a rate of 24% per annum and were convertible
at the option of the holder into First Note Units at a
post-consolidation price of $0.05 per First Note Unit in the first
year and $0.10 per First Note Unit thereafter.
Conversion of Subsidiary Promissory
Notes
The Corporation also announces that, subject to
the approval of the TSX Venture Exchange, it will seek to obtain
agreement with the arm’s length holders of an aggregate of $140,000
principal amount of unsecured promissory notes (the
"Subsidiary Notes") issued by a wholly-owned
subsidiary of the Corporation to the assumption of the obligations
under those notes by the Corporation and the issuance of 2,800,000
units ("Subsidiary Note Units") of the
Corporation, at a deemed price of $0.05 per Subsidiary Note Unit,
in full and final settlement of all principal and interest
outstanding under such notes. Each Subsidiary Note Unit will
consist of one Common Share and one and one common share purchase
warrant ("Subsidiary Note Warrant"). Each
Subsidiary Note Warrant will be exercisable for a period of six
months from the date of issuance for one additional Common Share of
the Corporation at a price equal to $0.10 per share.
Notwithstanding the foregoing, if at any time the volume weighted
average trading price of the Common Shares on any Canadian
securities exchange on which Common Shares become listed for
trading (including the NEX board of the TSX Venture Exchange), for
a period of 10 consecutive trading days equals or exceeds $0.20
(the "Acceleration Trigger Date"), the expiry date
of the Subsidiary Note Warrants will be automatically accelerated
to that date that is 30 Business Days after the Acceleration
Trigger Date.
The Subsidiary Notes are due June 30, 2021 and
bear no interest. The proceeds of the Subsidiary Notes were used,
and are being used, to fund the working capital of the subsidiary,
as it seeks business opportunities. All holders of Subsidiary Notes
are arm’s length parties to the Corporation.
Conversion of the Subsidiary Notes is subject to
certain conditions including execution of definitive binding
agreements, the receipt of closing documentation and the approval
of the TSX Venture Exchange. There is no guarantee that such
conditions precedent will be satisfied or that any of the
transactions will be completed as described herein or at all.
Conversion of Payables
The Corporation also announces that, subject to
the approval of the TSX Venture Exchange, certain of its directors
and officers have agreed to convert $217,933.31 payables owing to
those persons (the "Insider Payables") into common
shares at a deemed price of $0.05 per share for an aggregate
issuance of 4,359,866 Common Shares. Such amounts are owing to them
for services rendered up to February 28, 2021 ($174,400 in
aggregate) and for reimbursement of expenses incurred for the
benefit of the Corporation ($43,593.31).
Each of the directors and officers has further
agreed with the Corporation to not sell the Common Shares received
upon conversion of the Insider Payable owed to them, except in
limited circumstances. Notwithstanding the foregoing,12.5% of the
shares held by each such person will be released from these resale
restrictions every 3 months for the next 24 months (with the first
release anticipated to be in June 2021.
It is anticipated that the aforementioned
transactions with the directors and officers will be exempt from
the valuation and minority shareholder approval requirements of
Multilateral Instrument 61-101 (“MI 61-101”) by
virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a)
of MI 61-101 in that the fair market value of the shares to be
issued to such insiders will not exceed 25% of the Corporation’s
market capitalization at the time the transactions are agreed
to.
Conversion of the Insider Payables is subject to
certain conditions including execution of definitive binding
agreements, the receipt of closing documentation and the approval
of the TSX Venture Exchange. There is no guarantee that such
conditions precedent will be satisfied or that any of the
transactions will be completed as described herein or at all.
Arm’s Length Private
Placement
The Corporation also announces that, subject to
the approval of the TSX Venture Exchange, it proposes to complete
an arm’s length financing of up to 1,020,000 units of the
Corporation (“Private Placement Units”) at a price
of $0.05 per Unit, for gross proceeds of up to
$51,000 (the "Offering"). Each proposed Private
Placement Unit consists of one common share of the Corporation (a
“Common Share”) and one Common Share purchase
warrant of the Corporation (a “Private Placement
Warrant”). Each Private Placement Warrant shall entitle
the holder thereof to acquire one Common Share in the capital of
the Corporation (a “Private Placement Warrant
Share”) at an exercise price of $0.10 per Private
Placement Warrant Share for a period of six months from closing,
subject to adjustment in certain events. Notwithstanding the
foregoing, if at any time the volume weighted average trading price
of the Common Shares on any other Canadian securities exchange on
which Common Shares become listed for trading (including the NEX
board of the TSX Venture Exchange), for a period of 10 consecutive
trading days equals or exceeds $0.10 (the "Acceleration
Trigger Date"), the expiry date of the Private Placement
Warrants will be automatically accelerated to that date that is 10
Business Days after the Acceleration Trigger Date.
Closing of the Offering is subject to standard
closing conditions including receipt of executed subscription
agreements and subscription funds, the availability of prospectus
exemptions for each investor and receipt of TSX Venture Exchange
approval. There is no guarantee that such closing conditions will
be satisfied or that any proceeds will be raised under the
Offering.
Bonus Shares
The Corporation further announces that, subject
to the approval of the TSX Venture Exchange, it has agreed to pay a
bonus to certain of its directors and officers for their services
in the event that any securities of the Corporation, or any
successor to the Corporation, become listed for trading on the
Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York
Stock Exchange, the American Stock Exchange, the NASDAQ Stock
Market, or the London Stock Exchange, provided such person
continues to be a director, officer, employee or bona fide
consultant off the Corporation on the date of such listing. The
bonus to be paid via the issuance an aggregate of 1,000,000 common
shares to 5 directors and officers (200,000 each),
About the Corporation
At the present time, the Corporation is not
engaged in active business operations. The Corporation
intends to acquire and commercialize consumer focused healthcare
technologies that address areas of unmet needs, such as chronic
disease management through point-of-care diagnostic medical devices
that are connected to patient’s smartphones and virtual continued
care platforms. However, to date it has not entered into any
binding agreements for such acquisitions and there can be no
guarantee that the Corporation will be able to successfully
identify, negotiate and complete such acquisitions or raise the
necessary financings for such acquisitions or for the development
of its business should it be able to complete such
acquisitions.
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 release.
For more information, contact George Kovalyov, Director, info@myhealthlogic.com, 1-877-456-4424.
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