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Good2Go2 & Canadian Teleradiology Services Provide Update To $5.0 Million Private Placement In Connection With Qualifying Transaction
Toronto, ON – August 12, 2020 – As previously announced on July 16, 2020, Good2Go2 Corp. (TSXV:GOAL.P) ("G2G2" or the "Company") has entered into a business combination agreement effective July 15, 2020, to complete an acquisition pursuant to which the Company will, directly or indirectly, acquire all of the issued and outstanding securities of Canadian Teleradiology Services, Inc. ("CTS"). The acquisition will constitute the qualifying transaction (the "Transaction") of G2G2 as defined in the policies of the TSX Venture Exchange (the "Exchange").
CTS is in the telehealth services business as it provides teleradiology services to Canadian hospitals. CTS services include, but are not limited to, reading medical imaging procedures using computer-processed combinations computed tomography "CT" scan, Magnetic Resonance Imaging "MRI", Ultra Sound, and X-ray on an around the clock basis providing reporting and workflow solutions via secured server according to client hospital needs. Teleradiology is the process of providing remote off site reading of radiology scans. Hospital staff can scan their emergency room patients, then page the CTS radiologist on call, who can then remotely view, via secured server, the images and diagnose the patient and provide a report back to the hospital.
Teleradiology is the next level of patient care that assists small urban and rural hospitals to be connected with 24/7 care, ensuring even small communities receive care consistent with that which large urban hospitals receive. The growing digital health market is transforming the delivery of healthcare to Canadian patients.
Subscription Receipt Financing
In connection with the Transaction, CTS is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation (the "Lead Agent") to act as lead agent and sole book runner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and Industrial Alliance Securities Inc. (together with the Lead Agent, the "Agents") in connection with a private placement offering, on a commercially reasonable "best efforts" basis (the "Offering"), of up to $5,000,000 of subscription receipts of CTS (each, a "Subscription Receipt" and collectively, the "Subscription Receipts") at a price of $0.50 per Subscription Receipt (the "Offering Price").
Immediately prior to the closing of the Transaction (the "RTO Closing") and provided that certain conditions (the "Escrow Release Conditions") are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be exchanged automatically, for no additional consideration, into one unit of CTS (a "Unit"). Each Unit shall consist of one common share of CTS (a "Common Share"), and one common share purchase warrant of CTS (a "Warrant"). Each Warrant shall be exercisable at the option of the holder to purchase one Common Share at an exercise price equal to $0.70 for a period of 36 months following the Listing Date (as defined below).
Pursuant to the RTO Closing, each Common Share shall be exchanged for such number of common share(s) in the capital of the resulting issuer pursuant to the Transaction (the "Resulting Issuer") based on the share exchange ratio under the Transaction (an "RI Common Share"), and each Warrant shall be exchanged for one common share purchase warrant(s) of the Resulting Issuer to purchase one RI Common Share (an "RI Warrant") and otherwise having terms the same as the Warrants set forth below provided that the exercise price of each RI Warrant will, if applicable, be adjusted based on the share exchange ratio under the Transaction.
The Agents will have an option (the "Agent's Option") to offer for sale up to an additional 15% of the number of Subscription Receipts sold in the Offering at the Offering Price, which Agent's Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.
The net proceeds from the Offering will be used for potential strategic acquisitions, a royalty buyout from Flow Capital Corp. and Flow Capital US Corp., expansion plans, working capital and general corporate purposes.
If (i) closing of the Transaction does not occur on or prior to an outside date following the Closing (as defined below) determined in the context of the market to the mutual satisfaction of the Company and the Lead Agent or (ii) the Company has advised the Agents or the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds (as defined below) shall be used to pay holders of Subscription Receipts an amount equal to the Offering Price (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate Offering Price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be the Company's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.
Upon closing of the Offering, the proceeds therefrom will be placed in escrow (the "Escrowed Funds") and will be released (together with the interest thereon) to the Company (less the remaining 50% of the Agents' Compensation (as defined below) that was not paid at Closing by CTS to the Agents out of CTS' general funds, and any outstanding costs and expenses of the Agents, which shall be released to the Agents out of the Escrowed Funds) upon satisfaction of certain escrow release conditions and the Agents receiving a certificate from the Company prior to the Termination Time to the effect that: (i) all the necessary regulatory and shareholder approvals for the Transaction including approval of the listing of the RI Common Shares on the Exchange shall have been obtained, and (ii) such other conditions as may be determined in the context of the market, to the mutual satisfaction of the Company and the Lead Agent (together, the "Escrow Release Conditions").
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
The Offering is expected to close in late August, 2020, or such date as agreed upon between the Company and the Lead Agent (the "Closing") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. Upon completion of the Transaction, the RI Common Shares (including those issued in exchange for the Common Shares comprising the Units issued upon conversion of the Subscription Receipts) will be listed and free trading on the Exchange, which is expected to be mid-September (the "Listing Date").
In connection with the Offering, the Agents will receive an aggregate cash fee equal to 8.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agent's Option (the "Cash Fee"). The Agents will also be issued compensation options equal in number to 8.0% of the number of Subscription Receipts sold under the Offering (the "Compensation Options" and together with the Cash Fee, the "/strong>Agents' Compensation"). Each Compensation Option shall be exercisable to acquire one Unit for a period of 36 months following the Listing Date at the Offering Price. Upon the completion of the Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on equivalent terms.
The securities described herein 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 accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
This news release contains "forward-looking information" within the meaning of applicable securities laws, which involves known and unknown risks, uncertainties and other factors relating to the proposal to complete the Transaction and associated transactions that may cause actual events to differ materially from current expectations. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on certain risk factors including, among other things, the risks that the parties will not proceed with the Transaction and associated transactions; that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated and as disclosed in this news release; that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities); the refusal of the proposed directors or officers to act for any reason, including conflicts of interest; reliance on key and qualified personnel; and regulatory and other risks associated with the medical and teleradiology industries in general. The foregoing list of risk factors is not exhaustive.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance, the availability of funds, the results of financing efforts, the parties' due diligence reviews, and general market conditions. There can be no assurance that the transaction will be completed as proposed or at all. Other conditions that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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