MONTREAL, Dec. 11,
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 $2 million private placement of convertible
debt (the "Transaction").
As previously announced, the Company entered into a convertible
loan agreement (the "Loan Agreement") with UIL Limited,
currently the Company's largest shareholder, (the "Lender")
pursuant to which the Lender extended a loan in favour of the
Company in the principal amount of $2
million.
The TSX Venture Exchange (the "Exchange") has
conditionally approved the Transaction and the listing of the
common shares of the Company (the "Common Shares") issuable
upon the optional conversion of the principal amount under the Loan
Agreement. The listing of the Common Shares issuable upon the
optional conversion of the accrued but unpaid interest under the
Loan Agreement will be subject to prior approval of the Exchange.
The listing of the Common Shares issuable in connection with the
automatic conversion of the principal amount and any accrued but
unpaid interest thereon under the Loan Agreement, upon completion
of an equity offering by the Company or other issuance of Common
Shares having an aggregate fair market value of $2 million at the time of issuance (excluding for
such purposes any Common Shares issued upon exercise or conversion
of outstanding convertible securities of the Company) within six
months of the closing of the Transaction, will also be subject to
prior approval of the Exchange.
Disclosure Required under MI 61-101
The Lender 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
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 convertible
loans 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, the
Lender, 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 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 on the Lenders
UIL Limited ("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, 61,046,167 Common Shares of the Company,
representing 59.4% of the issued and outstanding Common Shares. UIL
also owned, or had direction or control over, 568,383 warrants to
purchase one Common Share and $2.25
million aggregate principal amount of loans convertible into
up to 14,047,618 Common Shares.
Following completion of the Transaction, UIL beneficially owns
or exercises 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 568,383 Common Share purchase
warrants and $4.25 million
aggregate principal amount of loans convertible into up to
34,047,618 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, 95,622,168 Common Shares,
representing in the aggregate approximately 69.6% of the issued and
outstanding Common Shares (on a partially diluted basis).
The Loan Agreement described herein has been entered into by UIL
for investment purposes. UIL may, from time to time, depending on
market and other conditions, increase or decrease its 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 this
Transaction on the System for Electronic Document Analysis and
Review + (SEDAR+) at www.sedarplus.ca under Carebook's issuer
profile.
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 Exchange 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." Carebook's head office is located at 1400-2045 Stanley
Street, Montreal, Quebec H3A
2V4.
www.carebook.com
For further information contact:
Carebook Investor Relations Contact:
Olivier Giner, CFO
Email: ir@carebook.com
Telephone: (450) 977-0709
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.
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. Forward-looking 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 listing
approvals from the Exchange, economic factors, management's ability
to manage and to operate the business of Carebook, management's
ability to identify attractive M&A opportunities, 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, management's ability to achieve profitability for the
Company, as well as the risk factors identified 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.sedarplus.ca. 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.
SOURCE Carebook Technologies Inc.