MONTREAL, September 30, 2022 /CNW/ – Carebook Technologies Inc. (“Care book“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 $1 million private placement of convertible debt (the “Transaction“).
“We are very pleased with this transaction and would like to thank our major shareholders for their continued support and reaffirmed endorsement of our strategy. As previously announced, we intend to seek additional funding opportunities, continue to work closely with potential funding sources and intend to update the market in a timely manner on our funding initiatives,” said declared Michael PetersCEO of Carebook.
As previously announced, the Company entered into the September 28, 2022 in Amended and Restated Loan Agreements (the “Loan agreements“) with SAYKL Investments Ltd. and UIL Limited (each, a “Lender“and collectively, the”Lenders“) under which the Company has agreed with the Lenders to modify the terms of the Loan Agreements in order to (i) provide additional $1 million to the Company, bringing the total amount of principal remaining due to the lenders to $2 million as of the date hereof, and (ii) add an option to convert into common shares at a conversion price of $0.175 per ordinary share.
The TSX Venture Exchange has conditionally approved the transaction and the listing of the common shares issuable upon conversion of the borrowings.
Disclosure required under NI 61-101
Each of the Lenders is a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). Accordingly, the Transaction is considered a “related party transaction” within the meaning of NI 61-101, which requires the Company, in the absence of exemptions, to obtain the approval of the minority shareholders of the “related party transaction”. transaction”. The Company relied on an exemption from the minority shareholder approval requirement set out in NI 61-101 as the fair market value of the transaction does not exceed 25% of the Company’s market capitalization, as determined in accordance with NI 61-101. The Company has not filed a material change report at least 21 days prior to closing, which the Company deems reasonable in the circumstances in order to be able to avail itself of the proceeds of the Transaction in a timely manner. intends to file a material change report within 10 days of closing, which will contain all of the prescribed information relating to this related party transaction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of The United States of America. The securities have not been and will not be registered in the name United States Securities Act of 1933as amended (the “1933 Act“) or any state securities law and may not be offered or sold in United States or to U.S. Persons (as defined by applicable securities laws) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such a record is available.
About Carebook Technologies
Carebook’s digital health platform empowers its customers and over 3.5 million members to take control of their health journey. In 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of a state-of-the-art wellness platform. industry. Together, these companies create a comprehensive digital health platform that includes both assessment tools and the technology to provide complementary solutions. Carebook’s shares trade on the TSXV under the symbol “CRBK”, on the over-the-counter markets under the symbol “CRBKF” and are listed on the open market of the Frankfurt Stock Exchange under the symbol “PMM1”.
For more information, contact:
Carebook Investor Relations Contact:
E-mail: [email protected]
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 regarding Carebook, its subsidiaries and their businesses. Often, but not always, forward-looking information can be identified by the use of words such as “anticipates”, “is planned”, “expects”, “expects”, “intends”, “intends”. “, “anticipates”, “believes”, “proposes” or variations (including negative variations) of these words and phrases, or states that certain actions, events or results “may”, “could”, “would”, “could” or “will” be taken, occur or be affected. These statements are based on the current expectations of Carebook’s management and are based on assumptions and subject to risks and uncertainties. Although Carebook’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and undue reliance should not be placed on these forward-looking statements. Forward-looking statements reflect the Company’s current views regarding 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 on certain specific dates or may not occur at all and may differ materially due to known and unknown risk factors and uncertainties affecting the Company, including economic factors, management’s ability to manage and operate Carebook’s business, management’s ability to successfully integrate acquisitions made by the Company and realize the synergies from such acquisitions, the ability of management to carry out studies of products, the stock markets in general and the risks associated with growth and competition, as well as the risk factors identified in the Company’s management report for the financial year ended December 31, 2021 and described under the heading “Article 21 – Risk factors” in the Company’s application for registration dated September 28, 2020each 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 the forward-looking statements, there may be other factors that cause actual actions, events or results differ from those anticipated, estimated or expected. . 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 they are made, and Carebook undertakes no obligation to publicly update or revise any forward-looking statement, whether either as a result of new information, future events or otherwise.
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.
SOURCE Carebook Technologies Inc.