/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, BC, May 19, 2022
/CNW/ - WELL Health Technologies Corp. (TSX: WELL) (OTCMKTS: WHTCF)
("WELL" or the "Company") is pleased to announce
that, further to its new release dated May
11, 2022, it has completed its previously announced bought
deal public offering of 9,327,765 common shares in the capital of
the Company (each, a "Share"), including 1,216,665 Shares
issued pursuant to the over-allotment option which was exercised in
full, at a price of $3.70 per Share,
for gross proceeds of approximately $34,512,731 (the "Offering").
Hamed Shahbazi, Chairman and CEO
of WELL, commented, "We had a very successful offering given the
quality of the investors that we were able to attract at this
crucial time. The offering was led by one of the largest
sovereign wealth funds in the world along with Mr. Li Ka-shing and included other high quality and
award winning institutional and pension funds. This offering
allows WELL to improve its defensive and offensive posture at a
critical time and will be deployed in a highly accretive manner
that definitively generates shareholder value. We thank all
those who participated and facilitated this offering for their
support."
The Company intends to use the net proceeds of the Offering to
fund growth initiatives, including potential future acquisitions in
the areas of physician acquisition, higher margin speciality
clinics and executive health opportunities, and for working capital
and general corporate purposes.
Eight Capital and Stifel GMP acted as joint bookrunners and
co-lead underwriters of the Offering with a syndicate that also
included Canaccord Genuity Corp., CIBC World Markets Inc., PI
Financial Corp., Laurentian Bank Securities Inc., Scotia Capital
Inc., TD Securities Inc., Echelon Wealth Partners Inc., Haywood
Securities Inc., Paradigm Capital Inc., Beacon Securities Limited,
and Roth Canada Inc.
The Offering was completed by way of a prospectus supplement
(the "Supplement") dated May 13,
2022, together with the accompanying short form base shelf
prospectus of the Company dated September
22, 2021 (the "Base Prospectus"). The Base Prospectus
and the Supplement can be found on SEDAR at www.sedar.com, and
contain important detailed information about the Offering.
The Offering included participation from the extended management
team (including the Company's CEO and CFO) in the aggregate of
12,000 Shares. Accordingly, the Offering constitutes a "related
party transaction" as such term is defined in Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), which requires that the
Company, in the absence of exemptions, obtain a formal valuation
for, and minority shareholder approval of, the related party
transaction. The Offering is exempt from the valuation and the
minority shareholder approval requirements of MI 61-101 by virtue
of the exemptions contained in section 5.5(a) and 5.7(1)(a),
respectively, as the fair market value of the consideration for the
Shares issued to "related parties" is not more than 25% of the
Company's market capitalization. As the material change report
relating to the completion of the Offering will be filed on SEDAR
less than 21 days before the completion of the Offering, there is a
requirement under MI 61–101 to explain why the shorter period is
reasonable or necessary in the circumstances. In the view of the
Company, such shorter period is reasonable and necessary in the
circumstances because the Company wished to complete the Offering
in a timely 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 practitioner focused digital 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 services offerings. As such,
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. The Company
also trades on the OTCQX Markets under the symbol "WHTCF".
To learn more about the Company, please visit:
www.well.company.
Notice Regarding Forward Looking
Information
Certain information in this news release related to the Company
is forward-looking information and is prospective in nature.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events,
and is therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking information. The
information generally can be identified by the use of
forward-looking words such as "may", "should", "could", "intend",
"estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking information in this news release include:
information regarding the intended use of proceeds of the Offering;
the belief that the Offering will allow WELL to improve its
defensive and offensive posture at a critical time; and the
expectation that funds from the Offering will be deployed in a
highly accretive manner that generates shareholder value. There are
numerous risks and uncertainties that could cause actual results
and WELL's plans and objectives to differ materially from those
expressed in the forward-looking information, including: (i)
adverse market conditions; (ii) risks inherent in the primary
healthcare sector in general; (iii) that the proceeds of the
Offering may need to be used other than as set out in this news
release and other factors beyond the control of the Company. Actual
results and future events could differ materially from those
anticipated in such information. These and all subsequent written
and oral forward-looking information are based on estimates and
opinions of management on the dates they are made and are expressly
qualified in their entirety by this notice. Except as required by
law, the Company does not intend to update this forward-looking
information.
Neither the Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in policies of the Toronto Stock
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE WELL Health Technologies Corp.