Wellness Lifestyles Inc. Announces Closing of Previously Announced Non-Brokered Private Placement led by Strategic Investment from Mr. Li Ka-shing
Vancouver, British Columbia and Hong Kong, May 15, 2018 – Wellness Lifestyles Inc. (TSX.V: WELL) (the “Company” or “WELL”), an owner and operator of Primary Healthcare facilities and Wellness Centres in Canada, is pleased to announce that it has completed its non-brokered private placement (the “Private Placement”) of common shares in the capital of the Company (the “Shares”) as previously announced in the Company’s news release dated April 24, 2018.
The Company issued 15,877,939 Shares at a price of $0.33 per Share for gross proceeds of $5,239,719.87 to a group of strategic investors, led by and including Mr. Li Ka-shing. In addition, the Company issued 6,291,639 Shares at a price of $0.37 per Share to the president’s list for gross proceeds of $2,327,906.43. The Share price applicable to such subscribers was increased from a price per Share of $0.33, as was previously announced in the Company’s news release dated April 24, 2018, to $0.37 per Share at the request of the TSX Venture Exchange (the “Exchange”). The Company issued an aggregate of 22,169,578 Shares and raised aggregate gross proceeds of $7,567,626.30.
Mr. Hamed Shahbazi, who is currently the Chairman and a director of WELL and will be appointed the CEO of the Company on May 23, 2018, subscribed for 5,534,064 Shares at a price of $0.37 per Share for a total investment of $2,047,603.68, or approximately 27% of the gross proceeds of the Private Placement.
The net proceeds of the Private Placement are intended to be used in connection with the Company’s plans to consolidate and modernize primary healthcare facilities. The Company acquired six medical clinics in February 2018 and is exploring additional potential acquisitions. Once a critical mass presence is established in Canada, the Company intends to consider acquisitions in the United States and other markets if and when circumstances warrant. All securities issued pursuant to the Private Placement are subject to a hold period under applicable Canadian securities laws expiring on September 15, 2018.
The participation by each of Hamed Shahbazi, Brian Levinkind, Alexander Read, Peter Maclean, Kenneth Cawkell and Thomas Liston in the Private Placement constitutes a Related Party Transaction (as the term is defined in the policies of the Exchange) as each of them is an Insider (as the term is defined in the policies of the Exchange) of the Company at the time the transactions were agreed to. However, such Related Party Transactions are exempt: (i) from the formal valuation requirement of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) pursuant to the exemption contained in section 5.5(b) of MI 61-101 as none of the Company’s securities are listed on any of the markets specified in section 5.5(b) of MI 61-101, and (ii) from the shareholder approval requirement of MI 61-101 pursuant to the exemption contained in section 5.7(1)(a) of MI 61-101 because the fair market value of the Private Placement insofar as it involves an interested party does not exceed 25% of the Company’s market capitalization at the time the Related Party Transaction was agreed to.
About Wellness Lifestyles Inc.
The Company owns and operates Primary Healthcare Facilities in the Province of British Columbia. WELL’s facilities engage more than 34 general practitioners who serve more than 240,000 patient visits per year including service delivery through Telemedicine. Wellness Lifestyles Inc. was recognized as a TSX Venture 50 Company in 2018. Gravitas Securities currently acts as exclusive financial advisor to Wellness Lifestyles Inc.
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
WELLNESS LIFESTYLES INC.
Per: “Hamed Shahbazi”
Chairman and DirectorFor further information:
Mr. Hamed Shahbazi – Chairman – Wellness Lifestyles Inc.
Mr. Kia Besharat – Senior Managing Director & Head of Capital Markets Origination – Gravitas Securities Inc.
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.
Disclaimer for Forward-Looking Information
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are 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 statements. These statements 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 statements in this news release include statements regarding the intended use of proceeds of the Private Placement; the appointment of Mr. Shahbazi as CEO; WELL’s plans to consolidate and modernize primary healthcare facilities; and WELL’s intentions to make additional acquisitions, establish a critical mass presence in Canada and consider acquisitions in the United States and other markets. 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 Private Placement may 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 these forward-looking statements.