April 5, 2018 (Source) — NOVA LEAP HEALTH CORP. (TSXV:NLH) (“Nova Leap” or the “Company“) is pleased to announce that it has appointed Haywood Securities Inc. (“Haywood”) and Gravitas Securities Inc. (“Gravitas”) together as Co-Lead Agents on behalf of a syndicate of agents to be formed (collectively, the “Agents”) to sell, by way of a private placement on a best efforts basis, up to 13,333,333 common shares of the Company (“Common Shares”) at a price of $0.30 per Common Share (the “Issue Price”) for gross proceeds of up to $4,000,000 (the “Offering”).
The Agents have been granted the option to sell up to an additional 3,333,333 Common Shares at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
The Company intends to use the net proceeds of the Offering to partially fund the acquisition of the home care business located in New England, United States as announced on March 19, 2018, to fund the acquisition of the home care business in Eastern Canada as announced on April 3, 2018 and for working capital and general corporate purposes.
The Company will, upon the closing of the Offering: 1) pay the Agents a cash commission equal to 8.0% of the gross proceeds of the Offering, except in respect of any subscriptions by purchasers on the President’s List, which will only have a cash commission equal to 2.0% of the gross proceeds from the sale of Common Shares under the Offering; and 2) issue to the Agents compensation options equal to 8.0% of the Common Shares sold to purchasers not listed on the President’s List and 2.0% of the number of Common Shares sold to purchasers listed on the President’s List, subject to compliance with all required regulatory approvals. The compensation options shall have an exercise price per compensation option that is equal to the Issue Price and have a term of 24 months from the closing date of the Offering.
The Offering may be completed in multiple closings, with the final closing expected to occur on or before April 30, 2018, subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.
This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Nova Leap
The Home Care Providers industry is becoming one of the fastest growing healthcare industries in Canada and the United States. Home care saves patients billions of dollars every year by treating them in their own homes instead of in hospitals. An aging population, the prevalence of chronic disease, growing physician acceptance of home care, medical advancements and a movement toward cost-efficient treatment options from public and private payers have all fostered industry growth. Nova Leap is focused on a highly fragmented market of small privately-held companies providing patients one on one care in their homes. Nova Leap’s post acquisition organic growth strategy is to increase annual revenue per location through a combination of increased employee investment, including training, focused sales and marketing efforts, billing rate increases, expansion of geographical coverage, and improved referral sources.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release may contain forward-looking statements, such as statements regarding the expected closing of and the anticipated use of the proceeds from the Offering. This information is based on current expectations and assumptions (including assumptions in connection with obtaining all necessary approvals for the Offering and general economic and market conditions) that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Risks that could cause results to differ from those stated in the forward-looking statements in this release include those relating to the ability to complete the Offering on the terms described above. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.