Vitalhub Corp. Announces Closing of $3.17M Private Placement of Units

September 12, 2017 4:11 PM EDT | Source: VitalHub Corp.

Toronto, Ontario--(Newsfile Corp. - 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.

Update on Common Share Consolidation

The Company intends to complete the previously announced consolidation of its common shares (the "Consolidation") at a ratio of 4:1, subsequent to the completion of the Acquisition. On June 30, 2017 the Consolidation was approved by the Company's shareholders at the annual general and special meeting. For further information on the Consolidation, please refer to the Company's June 12, 2017 press release.

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

Cautionary Statements

All information contained in this news release with respect to Vitalhub and B Sharp Technologies was supplied by the parties, respectively, for inclusion herein, and none of such parties' directors and officers have relied on such other parties' for any information concerning such party.

Completion of the transactions described herein is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that any of the transactions will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange has in no way passed upon the merits of the transactions and has neither approved nor disapproved the contents of this press release. 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.

This news release contains forward-looking statements relating to the timing and completion of the transactions, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisition, the use of the net proceeds from the Offering, the listing of the Common Shares on the TSX Venture Exchange, the receipt of regulatory approvals and the timing thereof, the completion of the Consolidation, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Acquisitions and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that transactions described herein, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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