NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Dec. 11, 2020 /CNW/ - Skylight Health Group Inc (CSE: SHG) (OTCQX: SHGFF) ("Skylight" or the "Company") is pleased to announce that it has entered into an agreement with Echelon Capital Markets ("Echelon"), pursuant to which Echelon has agreed to purchase, on a bought deal basis, 12,000,000 common shares (each a "Common Share", collectively the "Common Shares") of the Company at a price of $1.00 per Common Share (the "Issue Price") for gross proceeds of approximately $12 million (the "Offering").
The Offering will be conducted by Echelon Capital Markets as sole bookrunner and co-lead underwriter, Beacon Securities and PI Financial as co-lead underwriters, together with a syndicate of underwriters (collectively, the "Underwriters"). The Company has granted the Underwriters an option to purchase up to an additional 15% of the Common Shares sold under the Offering, at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares as determined by the Underwriters upon written notice to the Company at any time up to 30 days following the closing date of the Offering (the "Over-Allotment Option").
Skylight intends to use the proceeds of the Offering for strategic M&A activities and general corporate purposes.
In connection with the Offering the Underwriters will receive: (i) a cash fee equal to 6.0% of the gross proceeds of the Offering (including Common Shares sold pursuant to the exercise of the over-allotment option), subject to a 2.0% cash commission being payable on sales to members of the president's list (the "Presidents List Sales"); and (ii) that number of broker warrants equal to 6.0% of the Common Shares sold under the Offering (including Common Shares sold pursuant to the exercise of the over-allotment option), reduced to 4.0% in the case of the President's List Sales, each entitling the holder to acquire one Common Share for a period 24 months following the Closing at the Issue Price.
The Offering will be completed (i) by way of a short form prospectus to be filed in Alberta, British Columbia, Manitoba and Ontario , (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities under domestic or foreign securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under 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.
The Offering is expected to close on or about December 30, 2020, or such other date as the Company and Echelon may agree, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.
About Skylight Health Group
Skylight Health Group (CSE:SHG OTCQX:SHGFF) is a healthcare services and technology company, working to positively impact patient health outcomes. The Company operates a US multi-state health network that comprises of physical multi-disciplinary medical clinics providing a range of services from primary care, sub-specialty, allied health and laboratory/diagnostic testing. The Company owns and operates a proprietary electronic health record system that supports the delivery of care to patients via telemedicine and other remote monitoring system integrations. With a patient roster of over 120,000 patients, the Company's operations spread across 14 states and continues to expand in services and locations both organically and by way of strategic acquisitions.
The Company primarily operates a traditional insurable fee-for-service model contracting with Medicare, Medicaid and other Commercial Payors. The Company also offers a disruptive subscription-based telemedicine service for the un/under-insured population who have limited access to urgent care due to cost.
Cautionary and Forward-Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Skylight Health's filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward-looking statements.
Forward-looking statements may include, without limitation, statements regarding the Company's unaudited financial results and projected growth.
Although Skylight Health as attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are subject to inconsistent legislation and regulation; change in laws; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and recreational-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Skylight Health disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Skylight Health does not assume any liability for disclosure relating to any other company mentioned herein.
SOURCE Skylight Health Group Inc.
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