TSXV: CHIP.H
CALGARY, AB, Oct. 1, 2021
/CNW/ - Health Logic Interactive Inc. ("Health
Logic" or the "Company") (TSXV: CHIP.H) (OTCPK:
CHYPF), is pleased to announce it has entered into debt
settlement agreements (the "Debt Settlement
Agreements") with certain directors, officers and
consultants of the Company (the "Parties") whereby it has
agreed to convert an aggregate of $205,860.34 in payables (the "Payables")
owed to the Parties related to expenses, loans and services
rendered to the Company up to September
2021 into common shares in the capital of the Company (the
"Settlement Shares"). The Company is proposing to issue the
Settlement Shares in order to preserve cash to fund future
operations.
Pursuant to the terms of the Debt Settlement Agreements, the
Company has agreed to issue an aggregate of 1,029,301 Settlement
Shares at a deemed issuance price of $0.20 per Settlement Share in full and final
satisfaction of the Payables owing to the Parties. By issuing the
Settlement Shares, the Payables will be definitively
extinguished.
The Settlement Shares will be issued in reliance on certain
prospectus exemptions available under Canadian securities
legislation and will be subject to a four month and one day hold
period from the date of issuance.
789,301 of the Settlement Shares are being issued to
insiders of the Company (the "Insiders"). Pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), the
settlement of the Payables will constitute a "related party
transaction" as the Insiders are considered to be related parties
to the Company. The Company will rely on exemptions from the formal
valuation and minority approval requirements of MI 61-101 (pursuant
to subsections 5.5(a) and 5.7(a)) as the fair market value of the
securities to be distributed to, and the consideration received
from, the Insiders will not exceed 25% of the Company's market
capitalization. The settlement of the Payables has been approved by
all of the directors of the Company.
Conversion of the Payables and issuance of the Settlement Shares
is subject to the acceptance of the TSX Venture Exchange
("TSXV"). 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.
About the Company
Health Logic Interactive, through its wholly owned operating
subsidiary My Health Logic, is developing and commercializing
consumer focused handheld point-of-care diagnostic devices that
connect to patient's smartphones and digital continued care
platforms. The Company plans to use its patent pending lab-on-chip
technology to provide rapid results and facilitate the transfer of
that data from the diagnostic device to the patient's smartphone.
The Company expects this data collection will allow it to better
assess patient risk profiles and provide better patient outcomes.
Our mission is to empower people with the ability to get early
detection anytime, anywhere with actionable digital management for
chronic kidney disease. For more information visit us
at: www.healthlogicinteractive.com
Further information regarding Health Logic Interactive Inc. and
its disclosure documents are available on SEDAR at
www.sedar.com.
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.
Cautionary Notes
Certain statements contained in this press release constitute
"forward-looking statements". All statements other than statements
of historical fact contained in this press release, including,
without limitation, those related to the completion of the shares
for debt transaction, including the conversion of the Payables,
issuance of the Settlement Shares, and acceptance by the TSXV, and
the Company's strategy, plans, objectives, goals and targets, and
any statements preceded by, followed by or that include the words
"believe", "expect", "aim", "intend", "plan", "continue", "will",
"may", "would", "anticipate", "estimate", "forecast", "predict",
"project", "seek", "should" or similar expressions or the negative
thereof, are forward-looking statements. These statements are not
historical facts but instead represent only the Company's
expectations, estimates and projections regarding future events.
These statements are not guarantees of future performance and
involve assumptions, risks and uncertainties that are difficult to
predict. Therefore, actual results may differ materially from what
is expressed, implied or forecasted in such forward-looking
statements. Additional factors that could cause actual results,
performance or achievements to differ materially include, but are
not limited to the risk factors discussed in the Company's
Management's Discussion and Analysis for the year
ended December 31, 2020. Management provides forward-looking
statements because it believes they provide useful information to
investors when considering their investment objectives and cautions
investors not to place undue reliance on forward-looking
information. Consequently, all of the forward-looking statements
made in this press release are qualified by these cautionary
statements and other cautionary statements or factors contained
herein, and there can be no assurance that the actual results or
developments will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
the Company. These forward-looking statements are made as of the
date of this press release and the Company assumes no obligation to
update or revise them to reflect subsequent information, events or
circumstances or otherwise, except as required by law.
SOURCE Health Logic Interactive Inc.
