News Release
VITALHUB CORP. ANNOUNCES CLOSING OF $3.17M PRIVATE PLACEMENT OF UNITS
TORONTO, ONTARIO – September 12, 2017 – VITALHUB CORP. (TSXV: VHI) (the “Company” or “Vitalhub”), is pleased to announce that it has completed the previously announced private placement (the “Offering”) of units (the “Units”) at a price of $0.10 per Unit, for total gross proceeds of $3,177,930. Each Unit consisted of one common share (each, a “Common Share”) and one Common Share purchase warrant (each a “Warrant”).
Pursuant to the Offering, the Company issued a total of 31,779,300 Common Shares and 31,779,300 Warrants. Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.18 per share until September 12, 2019, subject to adjustment in certain events, and subject to the Company’s right to accelerate expiry of the Warrants if, beginning on January 13, 2018, the closing trading price of the Common Shares on the TSX Venture Exchange equals or exceeds $0.30 for any 20 consecutive trading days (the “Acceleration Right”).
On closing of the Offering, $1,000,000 of the net proceeds were placed into escrow (the “Escrowed Funds”) pursuant to an escrow agreement between the Company, Echelon Wealth Partners Inc., for and on behalf of the Agents (as defined below), and Capital Transfer Agency Inc., as escrow agent, whereby the Escrowed Funds will only be released to the Company on the earlier of: (i) the closing of the Acquisition (as defined below); (ii) the acquisition by the Company of all of the securities of H.I. Next Inc.; or (iii) October 31, 2017.
The Offering was conducted by Echelon Wealth Partners Inc. and Paradigm Capital Inc., as co-lead agents (the “Co-Leads”), along with a syndicate of agents that included Canaccord Genuity Corp. and Industrial Alliance Securities Inc. (together with the Co-Leads, the “Agents”). In consideration for their services, the Agents received a cash commission (the “Cash Commission”) of $112,053.99, being 6.5% of the gross proceeds from the Offering with a reduced cash commission of 1% in respect of subscriptions from subscribers on the president’s list of the Company (the “President’s List”) less the value of the Commission Units (as defined below), and 1,687,255 non-transferable compensation warrants (“Broker Warrants”), being 6.5% of the number of Units sold under the Offering to subscribers that were not on the President’s List with a reduced amount of 1% in respect of subscriptions from subscribers on the President’s List. Each Broker Warrant entitles the holder to purchase one Common Share at an exercise price of $0.18 per share until September 12, 2019, subject to adjustment in certain events and to the Acceleration Right. A portion of the Cash Commission equal to $44,671.45 payable to the Co-Leads was paid by the Company in Units (“Commission Units”), at $0.10 per Commission Unit for a total of 446,715 Commission Units. In addition to the Cash Commission, the Co-Leads were paid a corporate finance fee equal to $56,500 (including HST), of which $50,000 was paid in Units (“Corporate Finance Fee Units”) at $0.10 per Corporate Finance Fee Unit for a total of 500,000 Corporate Finance Fee Units.
The Company intends to use the net proceeds of the Offering for the previously announced acquisition of B Sharp Technologies Inc. (the “Acquisition”), including the cash purchase price, fees and expenses associated thereto, and the remainder of the net proceeds are to be used for general working capital purposes. For further information on the Acquisition please refer to the Company’s August 31, 2017 press release.
All securities issued in connection with the Offering, which includes certain insider participation, are subject to a four month hold period expiring January 13, 2018.
About Vitalhub
Founded in 2012, VitalHub delivers an innovate platform for mHealth, a modularized and standardized solution for creating mobile health applications. The VitalHub platform provides the control, security, privacy and consistency essential in the healthcare industry. VitalHub includes apps for clinical care, communications, and medical research, and the platform to expand this to other areas. VitalHub is based in Toronto, Ontario.
For further information please contact:
Dan Matlow Chief Executive Officer, and Director
(416) 727-9061 dan.matlow@vitalhub.com
