Calgary, Alberta–(Newsfile Corp. – May 10, 2021) – Greenstone Capital Corp. (TSXV: GSGS.P) (the “Company” or “Greenstone“), a capital pool company (“CPC“) pursuant to Policy 2.4 (the “CPC Policy“) of the TSX Venture Exchange (the “Exchange“), is pleased to announce that further to its announcement on February 24, 2021, Comprehensive Healthcare Systems Inc. (“CHS“) has closed a private placement of subscription receipts (the “Subscription Receipts“) for aggregate gross proceeds of approximately $4.5 million (the “Subscription Receipt Financing“).
In connection with the Subscription Receipt Financing, CHS entered into an agency agreement with a syndicate of agents led by Richardson Wealth Limited (“Richardson Wealth“) and including Mackie Research Capital Corp., Echelon Wealth Partners Inc., INFOR Financial Inc. and Eventus Capital Corp. (collectively, the “Agents“) to sell Subscription Receipts at a price of $0.45 per Subscription Receipt (the “Brokered Placement“). A total of 7,082,499 Subscription receipts were placed in the Brokered Placement. In addition, CHS completed a non-brokered financing of 2,894,450 Subscription Receipts at a price of $0.45 per Subscription Receipt (the “Non-Brokered Placement“). Florence Wealth Management Inc. acted as a finder on the Non-Brokered Private Placement.
The Subscription Receipt Financing was undertaken in connection with the previously announced statutory merger between CHS and Greenstone Capital USA Inc., a wholly-owned subsidiary of the Company (the “Proposed Transaction“). The Proposed Transaction is intended to constitute the Company’s “Qualifying Transaction” (as such term is defined in the CPC Policy).
Upon the closing of the Proposed Transaction, the Subscription Receipt Units issued upon the conversion of the Subscription Receipts will be automatically exchanged for one common share (a “Resulting Issuer Share“) in the capital of the Resulting Issuer (as defined in the CPC Policy) and one-half of one Resulting Issuer Share purchase warrant (each whole Resulting Issuer Share purchase warrant, a “Resulting Issuer Warrant“). EachResulting Issuer Warrant will entitle the holder to acquire one (1) additional Resulting IssuerShare at a price of $0.75 for a period of two years following the date of issuance. If, at any time following the issuance of the Warrants, the daily volume weighted average trading price of the Resulting Issuer Shares on the Exchange, or such other stock exchange on which the Resulting Issuer Shares are listed, is greater than $1.35 for the preceding five (5) consecutive trading days, the Resulting Issuer may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 15 business days following the delivery of such notice.
It is anticipated that proceeds of the Subscription Receipt Financing will be used to fund CHS’s product development, execute on potential acquisitions and for general working capital purposes.
Upon closing of the Brokered Placement, CHS paid the Agents a cash fee of $111,549.36 and issued to the Agents broker warrants (the “Broker Warrants“) entitling the Agents to purchase 495,774 shares of CHS common stock (“CHS Shares“) at a price of $0.60 per CHS Share for a period of 24 months from the date of closing of the Brokered Placement. In connection with the Non-Brokered Placement, CHS paid aggregate fees of $91,175.18 and warrants to purchase 202,611 CHS Shares at a price of $0.60 per CHS Share for a period of 24 months from the date of closing of the Non-Brokered Placement to certain qualified finders.
Completion of the Proposed Transaction is subject to a number of conditions including, without limitation, the receipt of all requisite regulatory approvals (including the approval of the Exchange), the approval of certain matters by the shareholders of CHS and Greenstone and other conditions that are customary for transactions of this nature. Where applicable, the Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Greenstone on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the state of Delaware. CHS is a vertically integrated software as a services (SaaS) company focused on digitizing healthcare with Telehealth and Healthcare Benefits Administration solutions, providing reliable and high-volume transaction capable systems. CHS’s state of the art NPS Novus Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefit administration (including insurance companies, hospitals, doctors and labor unions, through various corporation in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.
All information in this Press Release relating to CHS is the sole responsibility of CHS. Management of Greenstone has not independently reviewed this disclosure nor has Greenstone’s management hired any third party consultants or contractors to verify such information.
About Greenstone Capital Corp.
Greenstone is a CPC that completed its initial public offering and obtained a listing on the Exchange in August 2019 (trading symbol: “GSGS.P”). Prior to entering into the definitive agreement with respect to the Proposed Transaction, Greenstone did not carry on any active business activity other than reviewing potential transactions that would qualify as Greenstone’s Qualifying Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS:
President, Chief Executive Officer, Chief Financial Officer and Director
Phone: (403) 613-7310
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Greenstone’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the Proposed Transaction, including Exchange approval and the closing of the Proposed Transaction. Such statements and information reflect the current view of Greenstone. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the risk that there is no assurance that Greenstone and CHS will obtain all requisite approvals for the Proposed Transaction or fulfill all the conditions and obligations required for the completion of the Proposed Transaction Agreement, including the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction).
There are a number of important factors that could cause Greenstone’s, CHS’s and the Resulting Issuer’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Greenstone; disruptions or changes in the credit or security markets; disruption of results of operation activities and development of projects of CHS; unanticipated costs and expenses, and general market and industry conditions.
Greenstone cautions that the foregoing list of material factors is not exhaustive. When relying on Greenstone’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Greenstone has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF GREENSTONE AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE GREENSTONE MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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.
Neither the 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 press release.