MONTREAL, May 15, 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 that it intends to undertake and
complete a non-brokered private placement financing of units of the
Company (the "Units") with its largest shareholder, UIL
Limited ("UIL"), at an issue price of $0.10 per Unit, for aggregate proceeds to the
Company of $1.25 million (the
"Private Placement"). Each Unit will consist of one common
share in the capital of the Company (each, a "Common Share")
and 0.015 common share purchase warrant (each whole warrant, a
"Warrant"). Each whole Warrant will entitle its holder to
acquire, on payment of $0.15 to the
Company, one Common Share for a period ending on the second
anniversary of the Closing Date (as defined below). As such, the
Private Placement will represent the issuance of 12,500,000 Common
Shares and 187,500 Warrants.
The Company intends to use the proceeds from the Private
Placement to pay outstanding obligations due to its creditors, for
working capital requirements and other general corporate purposes.
The Private Placement is anticipated to close on or about
May 17, 2023 (the "Closing
Date"). The closing of the Private Placement is subject to
certain conditions, including the approval of the TSX Venture
Exchange and certain other conditions customary to a private
placement of this nature. All securities issued pursuant to the
Offering will be subject to a statutory four month and one day hold
period from the Closing Date.
Disclosure Required under MI 61-101
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
minority shareholder approval of the "related party transaction".
The Company intends to rely 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 issuable under the Private Placement does not
exceed $2.5 million, as determined in
accordance with MI 61-101. Neither the Company nor, to the
knowledge of the Company after reasonable inquiry, UIL, has
knowledge of any material information concerning the issuer or its
securities that has not been generally disclosed. 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.
Information on UIL
UIL Limited is a London Stock Exchange listed investment company
of which Mr. Alasdair Younie, a
director of the Company, is a representative. Currently, UIL
beneficially owns or exercises control or direction over, directly
or indirectly, 48,546,167 Common Shares of the Company,
representing 53.8% of the issued and outstanding Common Shares. UIL
also owns, or has direction or control over, 5,880,883 warrants to
purchase one Common Share and $2.25
million aggregate principal amount of loans convertible into
up to 14,047,618 Common Shares.
Immediately after completion of the financing, UIL will
beneficially own or exercise control or direction over, directly or
indirectly, 61,046,167 Common Shares, representing 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, UIL 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).
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."
www.carebook.com
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 intended use of proceeds from the
Private Placement, the expected Closing Date of the Private
Placement and the expectation that regulatory approvals will be
obtained regarding the Private Placement. 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 described under the heading "Risk Factors" and
elsewhere in the Company's management's discussion and analysis for
the year ended December 31, 2022, 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.