/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND MAY NOT BE DISTRIBUTED IN
THE UNITED STATES OR DISSEMINATED
ON UNITED STATES NEWSWIRE
SERVICES./
VANCOUVER, BC, Nov. 25, 2021 /CNW/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company") is pleased to announce that, further to its news
release dated November 15, 2021, it
has completed its previously announced bought deal public offering
of $70 million aggregate principal
amount of convertible senior unsecured debentures of the Company
due December 31, 2026 (the
"Debentures") at a price of $1,000 per Debenture (the "Offering"),
including $5 million aggregate
principal amount of Debentures issued pursuant to the
over-allotment option which was exercised in full. The Debentures
have a coupon of 5.50% per annum and a conversion price of
$9.23 per WELL common share, subject
to adjustments in certain circumstances.
Eight Capital and Scotiabank acted as joint bookrunners of the
Offering, together with a syndicate of underwriters that also
included Stifel GMP as co-lead underwriter and Canaccord Genuity
Corp., CIBC World Markets Inc., Desjardins Securities Inc.,
Laurentian Bank Securities Inc., TD Securities Inc., Beacon
Securities Limited, Echelon Wealth Partners Inc., Haywood
Securities Inc., Paradigm Capital Inc. and PI Financial Corp.
(collectively, the "Underwriters").
Hamed Shahbazi, Chairman and CEO
of WELL, commented, "We wish to thank the investment community and
in particular the high-quality institutional investors who have
supported us in this Offering. These funds will allow us to
continue to execute on our growth strategy for 2022 and beyond, and
we look forward to continuing our tech enablement of healthcare
practitioners."
The Company intends to use the net proceeds of the Offering to
fund growth initiatives, including to complete potential
future acquisitions, to repay indebtedness and for working capital
and general corporate purposes.
The Debentures were qualified for distribution pursuant to the
prospectus supplement of the Company dated November 17, 2021 (the "Prospectus
Supplement") and the short form base shelf prospectus (the
"Base Shelf Prospectus") dated September 22, 2021, filed in each of the
provinces and territories of Canada (other than Quebec). The Prospectus Supplement and Base
Shelf Prospectus, including the documents incorporated by reference
therein, are available on the Company's issuer profile on SEDAR at
www.sedar.com.
Certain directors and officers of the Company purchased an
aggregate of $330,000 principal
amount of Debentures pursuant to the Offering. The issuance of
Debentures to insiders pursuant to the Offering is considered to be
a related party transaction under Multilateral Instrument 61-101.
The Company is relying on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections
5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis
that participation in the Offering by insiders does not exceed 25%
of the fair market value of the Company's market capitalization. A
material change report in connection with the participation of
insiders in the Offering will be filed less than 21 days in advance
of the closing of the Offering, which the Company deemed reasonable
in the circumstances so as to be able to avail itself of potential
financing opportunities and complete the Offering in an expeditious
manner.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of
1933, as amended, and applicable state securities laws.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi Chief Executive
Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a technology enabled healthcare company whose
overarching objective is to positively impact health outcomes to
empower and support healthcare practitioners and their
patients. WELL has built an innovative practitioner
enablement platform that includes comprehensive end to end practice
management tools inclusive of virtual care and digital patient
engagement capabilities as well as Electronic Medical Records
(EMR), Revenue Cycle Management (RCM) and data protection
services. WELL uses this platform to power healthcare
practitioners both inside and outside of WELL's own omni-channel
patient service offerings. WELL owns and operates
Canada's largest network of
outpatient medical clinics serving primary and specialized
healthcare services and is the provider of a leading multi-national
multi-disciplinary telehealth offering. WELL is publicly
traded on the Toronto Stock Exchange under the symbol "WELL" and is
part of the TSX Composite Index. To learn more about the company,
please visit: www.well.company
Forward Looking Information
This news release may contain "Forward-Looking Information"
within the meaning of applicable Canadian securities laws,
including, without limitation, regarding the intended use of
proceeds of the Offering, the Company's goals, strategies and
growth plan and the execution of the Company's growth plan.
Forward-looking information are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management, are inherently subject to significant business,
economic and competitive uncertainties, and contingencies.
Forward-looking information generally can be identified by the use
of forward-looking words such as "may", "should", "will", "could",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause future results,
performance or achievements to be materially different from the
estimated future results, performance or achievements expressed or
implied by the forward-looking information and the forward-looking
information is not a guarantee of future performance. WELL's
comments expressed or implied by such forward-looking information
are subject to a number of risks, uncertainties, and conditions,
many of which are outside of WELL's control, and undue reliance
should not be placed on such information. Forward-looking
information is qualified in its entirety by inherent risks and
uncertainties, including: direct and indirect material adverse
effects from the COVID-19 pandemic; adverse market conditions;
risks inherent in the primary healthcare sector in general;
regulatory and legislative changes; that future results may vary
from historical results; inability to obtain any requisite future
financing on suitable terms; any inability to realize the expected
benefits and synergies of acquisitions; that market competition may
affect the business, results and financial condition of WELL and
other risk factors identified in documents filed by WELL under its
profile at www.sedar.com, including its most recent Annual
Information Form. Except as required by securities law, WELL does
not assume any obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise.
SOURCE WELL Health Technologies Corp.