/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, June 10, 2019 H-Source Holdings Ltd.
(TSX-V: HSI; OTCQB: HSCHF) (the "Company" or
"H-Source") announces, further to its news release of
May 10, 2019, that the Company closed
the first tranche of the non-brokered financing of unsecured
convertible debentures ("Debentures") in the principal
amount for the first tranche of US$729,313 (before OID as defined below) (the
"Offering").
The Debentures will mature on June 10,
2020 (the "Maturity Date") that is twelve months from
the date of issuance on June 10, 2019
(the "Issue Date") and bear interest at a rate of 12% per
annum, calculated and paid monthly in arrears commencing on the day
that is 30 days from the Issue Date, on the earlier of (i) the
Maturity Date or (ii) at the election of the holder and will have
an original issuer discount equal to 10% of the Principal Amount
(the "OID").
The principal amount and any accrued and unpaid interest on the
Debentures are convertible into common shares in the capital of the
Company (the "Shares"), in whole or in part, at any time
following the Issue Date but on or before the Maturity Date at a
conversion price of US$0.06 per
Share.
Subscriptions by one insider of the Company accounted for
approximately $39,359 in principal
amount (before OID) of the gross proceeds of this first tranche of
the Offering. Such participation constituted a "related party
transaction" within Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The issuance to the insider is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as the fair market value of the Debentures issued and the
Shares issuable upon conversion of the Debenture to, or the
consideration paid by such person, did not exceed 25% of the
Company's market capitalization.
All securities issued in connection with this first tranche of
the Offering will be subject to a statutory hold period expiring on
October 11, 2019. The net
proceeds from this first tranche of the Offering will be used by
the Company for general corporate purposes.
This first tranche of the Offering is subject to the receipt of
all necessary approvals, including the final approval of the TSX
Venture Exchange.
The Company will be proceeding with the next tranche of the
Offering.
About H-Source Holdings Ltd.
H-Source Holdings Ltd. is a technology company operating within
the healthcare industry through its wholly owned subsidiary,
H-Source, Inc. The Company has developed a transaction platform
that provides a private, secure and trusted marketplace for member
hospitals to buy, sell and transfer excess inventory supplies and
capital equipment with each other. Member hospitals can conduct
secure transactions within Integrated Delivery Networks, complete
H-Source network or customize their own group hospitals using
H-Source's built-in filters. This marketplace network is
specifically designed to reduce health care costs and medical
product waste. For more information, please visit
http://h-source.com/
On behalf of the board of directors of H-Source Holdings
Ltd.
"John
Kupice"
John Kupice
CEO and Director
CAUTIONARY DISCLAIMER STATEMENT:
Neither TSX Venture 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.
Information set forth in this news release contains
forward-looking information and statements that are based on
assumptions as of the date of this news release. These statements
reflect management's current estimates, beliefs, intentions and
expectations. They are not guarantees of future performance. The
terms and phrases "goal", "commitment", "guidance", "expects",
"would", "will", "continuing", "drive", "believes", "indicate",
"look forward", "grow", "outlook", "forecasts", "intend", and
similar terms and phrases are intended to identify these
forward-looking statements, including but not limited to statements
regarding the Offering, receipt of all regulatory approvals related
to the Offering and the use of proceeds thereof. The Company
cautions that all forward looking information and statements are
inherently uncertain and that actual performance may be affected by
a number of material factors, many of which are beyond the
Company's control. Such factors include, among other things: risks
and uncertainties relating to the Company's ability to receive all
necessary regulatory approvals for the Offering. Accordingly,
actual and future events, conditions and results may differ
materially from the estimates, beliefs, intentions and expectations
expressed or implied in the forward looking information. Except as
required under applicable securities legislation, the Company
undertakes no obligation to publicly update or revise
forward-looking information.
This news release does not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Debentures and the
Shares which may be issued on exercise thereof have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws.
SOURCE H-Source Holdings Ltd.