$ 1,000,000 Convertible debt financing offers additional flexibility
montreal, September 28, 2022 /CNW Telbec/ – Carebook Technologies Inc. (“care book” or “Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1) is Canada’s leading provider of innovative digital health solutions, whose two major shareholders are $ 1,000,000 Private placement of convertible bonds (“transaction”).
“Our second quarter results demonstrate a continuation of the positive trend that began at the start of the current fiscal year. Recent announcements of major wins with Tier 1 employers are a testament to the success of our strategy and It provides a true validation of the renewed focus on the growing employer market,” said Michael Peters, CEO of Carebook. “This funding demonstrates and reinforces the support of our major shareholders for our strategy.In addition to this new funding from SAYKL and UIL, we are confident that we will further pursue our growth strategy. We will continue to work closely with potential sources of funding and will update the market accordingly on our funding initiatives. It’s a schedule.”
as announced in December 2021the Company each SAYKL Investments Ltd. (Dr. Sheldon Elmanour Executive Chairman, and Stuart M. Elmandirectors of the Company) and UIL Limited, the current largest shareholder of the Company (each, “lender“and collectively”lender“) Pursuant to the fact that the lender has set up a loan with a principal amount favorable to the Company $500,000 Respectively(“loan agreement“) of the total principal $ 1,000,000.
As part of the transaction, the Company may, with the Lender, (i) $ 1,000,000 to the Company for the total principal amount unpaid to the lessor; $2 million (“principal amount“) and (ii) add the ability to convert to common stock.
terms of trade
The revised terms of the loan agreement with the lender are contained in the amended and amended loan agreement between us and each lender (eachA&R contract“and together”A&R contractInterest on unpaid principal under each A&R contract is payable quarterly at a rate of CDOR + 10% and the A&R contract matures on the following day. December 22, 2026The Company’s obligations under the A&R Agreement are subordinated to the Company’s obligations under the existing Senior Credit Facility. To secure our obligations under the A&R Agreement, we grant to each lender a security interest and security interest in all of our property and business that is subordinate to the security interest we have granted to the superior lender; I agree with you. Proceeds from this financing will be used to repay term facilities with senior lenders for working capital and general corporate purposes.
Subject to the A&R Agreement, the principal amount may be converted, in whole or in part, into shares of common stock of the Company at any time after the Issuance Date and from time to time at the Lender’s sole election (each “common stock“, and collectively”common stock“) at a conversion price equal to $0$0.175 per share of common stock (“conversionCommon stock is subject to resale restrictions in accordance with applicable Canadian securities laws.
The transaction is expected to be completed at or around September 30, 2022TSX Venture Exchange (“TSX-VThe Company has applied to TSX-V for conditional approval of the listing of its common stock issuable upon conversion and the transaction.
Disclosures required under MI 61-101
Each Lender is our “Related Party” within the meaning of Multilateral Agreement 61-101. Protection of Minority Shareholders in Special Transactions (“MI61-101As a result, this transaction will be considered a “related party transaction” as defined in MI 61-101 and will require the Company to obtain the approval of the minority shareholders of the “related parties”, unless otherwise specified. The Company intends to rely on the exemption from the minority shareholder approval requirements set forth in MI 61-101. This is because the fair market value of the transaction will not exceed 25% of our market capitalization as determined according to: MI 61-101. The Company intends to file a material change report within the required timeframe, which will include all prescribed disclosures relating to this related party transaction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy securities. united states of americaThe securities are not and will not be registered. US Securities Act of 1933corrected (“1933 Act“) or state securities laws and may not be offered or sold within the period of: usa or, unless registered under the Act of 1933 and applicable state securities laws, or where an exemption from such registration is available, a United States person (as defined in applicable securities laws). ).
About Carebook Technologies
Carebook’s digital health platform empowers clients and over 3.5 million members to manage their journey to wellness. In 2021, we completed the acquisition of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of the industry-leading wellness platform. Together, these companies are creating a comprehensive digital health platform that includes both assessment tools and technologies that provide complementary solutions. Carebook’s shares are traded on the TSXV under the symbol “CRBK”, on the OTC market under the symbol “CRBKF” and on the open market of the Frankfurt Stock Exchange under the symbol “PMM1”.
For more information, please contact:
Carebook Investor Contact:
Olivier Giner, CFO
Phone: (450) 977-0709
Notice Regarding Forward-Looking Statements:
This release contains forward-looking information and forward-looking statements within the meaning of Canadian securities laws relating to Carebook, its subsidiaries and its business. Often, but not always, forward-looking information is expressed in terms of “plans,” “expects,” “anticipates,” “will,” “intends,” “contemplates,” It can be identified using words such as “expect”. “believe,” “suggest,” or variations (including negative variations) of such words or phrases, or “could” or “could” a particular action, event, or outcome , ‘could’, ‘could’ or ‘could’ state, occur or be achieved. Forward-looking information in this release includes, but is not limited to, statements regarding the intended use of proceeds from the transaction, the expected closing date of the transaction, and the Company’s pursuit of additional funding opportunities. It will not be. Such statements are based on Carebook’s management’s current expectations, are based on assumptions, and are subject to risks and uncertainties. Although Carebook’s management believes that the assumptions underlying these statements are reasonable, they could prove to be incorrect and undue reliance should not be placed on such forward-looking statements. should not be placed. Forward-looking statements reflect our current views of future events based on currently available information and are inherently subject to risks and uncertainties. Any future events or circumstances discussed in this release may not occur by any particular date, or may not occur at all, and may affect us, including our inability to obtain approval from exchanges. As a result of given known and unknown risk factors and uncertainties, they may differ materially.or our inability to secure additional funding due to other conditions to consummating the transaction, economic factors, management’s ability to manage and operate Carebook’s business, our completed acquisition; management’s ability to successfully integrate and realize synergies; management’s ability to successfully complete such acquisitions; product research; risk factors identified in management discussions and analysis December 31, 2021 It can be found in the company’s listing application dated under the heading “Item 21 – Risk Factors.” September 28, 2020Each of these can be found at SEDAR under the company profile at www.sedar.com. Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those set forth in the forward-looking statements, but Carebook , estimated, or there may be other factors that cause it to differ from that intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Forward-looking statements cannot be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date they are made, and Carebook does not make any forward-looking statements as a result of new information, future results, or future results. undertakes no obligation to publicly update or revise the event, or otherwise. In addition, current circumstances and future developments regarding the COVID-19 pandemic may cause certain assumptions and information contained herein, or the fact that such assumptions are based, to differ from previous forecasts, including those relating to demand. can vary greatly. access to our products, debt and equity, and other factors;
Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible for the adequacy or accuracy of this release.
SOURCE Carebook Technologies Inc.
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