Hydreight Technologies Inc. (TSXV: NURS)
("
Hydreight" or the "
Company"), a
North American, fully integrated, mobile clinical network of
nurses, doctors, and pharmacy distribution, is pleased to announce
that, further to the news releases of the Company dated February
10, 2025, and February 18, 2025, it has closed its previously
announced commercially reasonable “best efforts” private placement
with Beacon Securities Limited (the "
Agent")
acting as the sole agent. The Company issued 3,492,300 units of the
Company (each, a "
Unit") at a price of $1.55 per
Unit for aggregate gross proceeds of $5,413,065 (the
“
Offering”). The Offering was conducted pursuant
to an agency agreement dated February 26, 2025, between the Company
and the Agent (the “
Agency Agreement”).
Shane Madden, the Chief Executive Officer of the
Company, commented that "the Company greatly appreciates the
support of the market and is extremely happy to see such strong
institutional investor demand in the Offering, which has exceeded
managements’ initial expectations. We continue to focus on the
Company's growth and profitability."
The terms of the Offering consisted of the sale
of up to 2,581,000 Units, subject to an option of the Agent to
increase the number of offered Units by up to an additional
3,710,000 Units (the “Agent’s Option”). The
Agent’s Option was exercised for a total of 911,300 additional
Units. The Units were issued pursuant to the listed issuer
financing exemption (the “Listed Issuer Financing
Exemption") under Part 5A of National Instrument 45-106 –
Prospectus Exemptions ("NI 45-106").
Each Unit consists of one common share in the
capital of the Company (each, a "Unit Share") and
one common share purchase warrant (each, a
"Warrant") of the Company. The Warrants were
issued pursuant to a warrant indenture dated February 26, 2025,
between the Company and Odyssey Trust Company as warrant agent and
each Warrant entitles the holder thereof to acquire one common
share of the Company (each, a "Warrant Share") at
a price of $2.00 per Warrant Share for a period of 36 months from
the closing date of the Offering.
As consideration for acting as agent, the Agent
received (i) a cash commission of $257,823.90, (ii) a corporate
finance fee of $70,297.50, and (iii) 209,538 non-transferable
compensation options (the “Compensation Options”),
exercisable for a period of 24 months following the Closing Date to
acquire, in aggregate, that number of common shares in the capital
of the Company (the “Compensation Option Shares”)
at an exercise price equal to $1.55 per Compensation Option
Share.
The securities issued under the Listed Issuer
Financing Exemption, including the Unit Shares and any Warrant
Shares, are not subject to a hold period pursuant to applicable
Canadian securities laws.
The Company intends to use the net proceeds
raised from the Offering to support sales growth and for working
capital and general corporate purposes as further described in the
Company’s offering document under the Listed Issuer Financing
Exemption dated February 10, 2025.
The securities referred to herein have not been,
and will not be, registered under the United States Securities Act
of 1933 (the “U.S. Securities Act”), or any United
States state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, any U.S.
persons or any persons within the United States absent registration
or available exemptions from the registration requirements of the
U.S. Securities Act and applicable United States state securities
laws. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy securities in the United
States, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The definitions of the terms “United States” and “U.S.
person” used herein are as defined in Regulation S under the U.S.
Securities Act.
Neither 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.
About Hydreight Technologies
Inc.
Hydreight Technologies Inc. is building one of
the largest mobile clinic networks in the United States. Its
proprietary, fully integrated platform hosts a network of over 2500
nurses, over 100 doctors and a pharmacy network across 50 states.
The platform includes a built-in, easy-to-use suite of fully
integrated tools for accounting, documentation, sales, inventory,
booking, and managing patient data, which enables licensed
healthcare professionals to provide services directly to patients
at home, office or hotel. Hydreight is bridging the gap between
provider compliance and patient convenience, empowering nurses, med
spa technicians, and other licensed healthcare professionals. The
Hydreight platform allows healthcare professionals to deliver
services independently, on their own terms, or to add mobile
services to existing location-based operations. Hydreight has a
503B pharmacy network servicing all 50 states and is closely
affiliated with a U.S. certified e-script and telemedicine provider
network.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements made and information
contained in this news release, including statements regarding the
use of proceeds raised under the Offering, is “forward-looking
information” within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical
facts, are forward-looking statements. Generally, forward-looking
statements can be identified by the use of terminology such as
"plans", "expects", "estimates", "intends", "anticipates",
"believes" or variations of such words, or statements that certain
actions, events or results "may", "could", "would", "might", "will
be taken", "occur" or "be achieved". Forward-looking statements,
including but not limited to the intended use of the net proceeds
raised from the Offering, are subject to a variety of risks and
uncertainties which could cause actual events or results to differ
from those reflected in the forward-looking statements, including,
without limitation, with respect to the Offering and the issuance
of the Units, including conditions of financial markets, economic
conditions including any governmental regulations with respect
thereto including tariffs, protective governmental regulations,
consumer responses to such actions and other related effects,
management’s discretion with respect to the use of proceeds and the
use of the available funds following completion of the Offering,
including the timing and cost of planned corporate projects and
developments and the use of funds in connection therewith, and the
other risk factors described in our securities filings available at
www.sedarplus.ca. Forward-looking statements or forward-looking
information relate to future events and future performance and
include statements regarding the expectations and beliefs of
management based on information currently available to the
Company.
Although the Company believes that the
assumptions and factors used in preparing these forward- looking
statements are reasonable based upon the information currently
available to management as of the date hereof, actual results and
developments may differ materially from those contemplated by these
statements and no assurance can be given that such events will
occur in the disclosed times frames or at all. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Readers are therefore cautioned not to place undue reliance on
forward-looking statements and forward-looking information. Any
forward-looking statement speaks only as of the date of this news
release and, except as may be required by applicable securities
laws, the Company disclaims any intent or obligation to update any
forward-looking information, whether as a result of new
information, changing circumstances, or otherwise.
For further
information, please
contact:
Shane MaddenDirector and Chief Executive
OfficerHydreight Technologies Inc.
Email: ir@hydreight.comPhone: (480) 790 6886
Hydreight Technologies (TSXV:NURS)
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