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Agility Health Announces Private Placement, Engages FronTier Flex Marketing and Grants Stock Options
HAMILTON, Ontario, Aug. 16, 2018 (GLOBE NEWSWIRE) --
Not for distribution to United States Newswire Services or for dissemination in the United States
Agility Health, Inc. (TSXV: AHI) (“Agility Health” or, the “Company”), a leading provider of orthotics, prosthetics and foot care services in Canada, announces that it has terminated its private placement offering of a maximum of 30,000,000 units at a price of $0.05 per unit previously announced on July 16, 2018, and that it is now undertaking a non-brokered private placement offering of a maximum of 40,000,000 units (the “Units”) at a price of $0.05 per Unit for gross proceeds up to a maximum of $2,000,000 (the "Private Placement"). Each Unit is comprised of one voting common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), and is exercisable until the earlier of August 10, 2020 or the completion by the Company of a material transaction (as defined in the Warrant). Each whole Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.075.
In connection with the Private Placement, the Company will pay finder’s fees equal to 10% of the gross proceeds of Units purchased by investors procured through each finder (the “Finders’ Investors”) and will issue warrants to finders equal to 10% of the number of Common Shares purchased by their respective Finders’ Investors (the “Finder’s Warrants”). Each Finder’s Warrant will be exercisable by the holder to acquire one additional Common Share for a period of two years from issuance at an exercise price of $0.05 per share.
All transactions referred to in the release are subject to regulatory approval, including approval of the TSX Venture Exchange. For further details, please contact the Company. All securities issued in connection with the Private Placement will be subject to a hold period of four months plus one day from the date of closing.
The net proceeds from the Private Placement will be used for general working capital purposes.
The securities offered pursuant to the Private Placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may be not be offered or sold in the United States absent registration or an exemption from such registration requirements. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company also announces that it has engaged FronTier Flex Marketing (“FronTier”). FronTier is an investor relations and marketing group with an office in Toronto, Canada. It is owned by FronTier Merchant Capital Group (“FronTier MCG”). FronTier will assist the Corporation by increasing market awareness for the Corporation using a number of financial market communications initiatives, including facilitating in-person introductions for the Corporation with institutional and retail brokers in Toronto and other financial capitals, and through media distribution on national television, radio and multiple on-line channels.
Under the terms of the engagement, FronTier has been retained for a 12-month period for aggregate remuneration of $87,000 (plus applicable sales tax) plus direct expenses. Of the total cost of $87,000, the Company will pay $75,000 upon signing and a further $4,000 each quarter thereafter. The Corporation will also grant 400,000 stock options to FronTier at an exercise price of $0.05 per share expiring 10 years from the date of grant. Apart from these options, FronTier does not currently have any interest, either directly or indirectly, in the Company. The agreement with FronTier is subject to the approval of the TSX Venture Exchange.
The Company also announces that it has granted an aggregate of 5,200,000 stock options, excluding those options granted to FronTier, to certain directors, officers, employees, advisors and consultants of the Company. These stock options were issued in accordance with, and subject to, the provisions of the Company's stock option plan and are subject to approval of the TSX Venture Exchange. Each stock option entitles the holder to purchase one Common Share of the Company at an exercise price of $0.05 for a ten-year period.
About Agility Health
Through its Canadian subsidiary and principal operating entity, Medic Holdings Corp., Agility Health operates eleven (11) foot care clinics in Ontario and Quebec and manufactures orthotics and prosthetics.
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 release.
This release includes forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health’s management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including the anticipated future growth of Agility Health, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information please contact:
Interim Chief Executive Officer