Global Care Capital Inc.
(CSE:
HLTH, FRANKFURT
: L6V1) (the
“
Company” or “
Global Care”) a
global investment company which engages in early stage investment
opportunities in private and public companies, is pleased to
announce that on May 22nd, 2020, the Company signed a non-binding
letter of intent (the “
LOI”) to acquire 70% of the
issued and outstanding common shares of High Standard Health Care
Ltd. (“
High Standard Health Care”), a portfolio
company founded by Dan Kriznic at High Standard Capital Corp., in
exchange for securities of Global Care (the
“
Transaction”).
High Standard Health Care specializes in
procuring personal protective equipment (“PPE”)
including but not limited to respiratory masks, hand sanitizer,
gowns, infrared thermometers and face shields and has been active
in procurement during COVID-19 for hospitals, municipalities,
long-term care facilities, fire departments and police departments.
Recently High Standard Health Care was engaged to procure 2 million
respiratory masks for a hospital in upstate New York due to the
significant shortage and difficulty of securing PPE during the
pandemic. This order was delivered late April 2020 and re-orders
continue. High Standard Health Care works with trusted supply
partners globally that provide favorable terms and real time
shipments during a time where PPE is scarce and difficult to
procure. During the first two months of operations High Standard
Health Care generated approximately $4 million in purchase orders
with a gross margin of approximately 40%.
In April 2020, High Standard Health Care
received its Medical Device Establishment License from the Minister
of Health of Canada allowing it to import Class 1 PPE into
Canada.
From the period starting March 1st, 2020, when
High Standard Health Care commenced operations until April 30th,
2020, High Standard Health Care reports having generated
approximately CDN$ 3.3 million in revenue and approximately CDN$
1.0 million in net income from the distribution of PPE products,
mainly in North America. The Company cautions revenue and net
income numbers have not yet been audited and are based on reports
generated by High Standard Health Care management.
The Company is in the process of conducting
normal course due diligence, reviewing High Standard Health Care
form an organizational, legal, operational, financial and
management standpoint. High Standard Health Care has existing
relationships with China based manufacturers who supply the PPE
products. High Standard Health Care provides production orders to
these manufacturers from time to time at which point the
manufacturers will allocate production from their facilities
to support these orders.
LOI Terms
The terms of the LOI, which will be formalized
by a definitive agreement on closing, are as follows:
- In consideration for the Transaction, Global Care shall upon
closing, issue pro rata to the High Standard Health Care
Shareholders, in aggregate, 27,000,000 common shares of Global Care
(the “Consideration Shares”) at a deemed price of
$0.705 per Consideration Share and will issue pro rata to the High
Standard Health Care Shareholders, in aggregate, 3,000,000 common
share purchase warrants (the “Consideration
Warrants”).
- Each Consideration Warrant will permit the holder thereof to
acquire one Global Care common share at a price equal to the
closing price of Global Care shares on the day prior to the
announcement of the LOI until the date that is 24 months from the
Closing Date.
- There will be no hold period for the Consideration
Warrants.
- In addition, Global Care will pay CDN$5,000,000 payable in cash
on hand or common shares (“Performance Shares”) at
the discretion of Global Care at the time a Milestone Target (as
defined below) is met for every CDN$14,300,000 in gross revenue
generated by High Standard Health Care effective upon High Standard
Health Care reaching CDN$21,430,000 in revenue (“Milestone
Targets”) up to a maximum of CDN$286,000,000 in gross
revenue or 20 Milestone Targets on or before May 31st, 2025 for
total value of up to CDN$100,000,000 if all Milestone Targets are
achieved.
- Global Care may issue up to 26,500,000 Payment Shares in
satisfaction of met Milestone Targets.
Pat Gray (“Gray”), CEO and
director of High Standard Health Care will receive 1 million stock
options in Global Care at an exercise price equivalent to the share
price on the date of closing expiring in 5 years and vesting
immediately on closing. Gray founded and co-founded a number of
companies including sCube, an e-licensing and e-discovery
technology company, located in up-state New York that deals with
many government organizations through-out the United States.
Alexander Somjen, CEO of Global Care, stated:
“The COVID-19 pandemic has significantly impacted everyone’s lives
and PPE such as respiratory masks are going to be required for many
years to come. High Standard Health Care identified this need early
and with speed and connections was able to penetrate the PPE market
in a very short period of time.”
Gray, CEO of High Standard Health Care stated:
“These are unprecedented times. Our ability to secure supply for
organizations in need during this pandemic has been key to the
success of the business. The partnership with Global Care will
allow us to fund our orders quicker allowing for increased access
to fill customer demand.”
In association with the arms-length transaction,
there is no change in Management, or the Board of Directors of
Global Care being contemplated at this time. No finder’s fees will
be payable in association with the transaction. The Company expects
to close within ten days of announcing the transaction.
About High Standard Health Care
High Standard Health Care is a leading global
PPE provider assisting front line workers during the global
pandemic. To date the company has procured respiratory masks,
gowns, hand sanitizer, infrared thermometers, and face shields. To
date High Standard Health Care customers, include hospitals,
municipalities, long-term care facilities, fire departments and
police departments.
Website: https://www.highstandardhealthcare.com/
About Global Care
Global Care Capital is a global investment
company which specializes in providing early stage financing to
private and public companies. The Company engages in new, early
stage investment opportunities in previously underdeveloped assets
and obtaining positions in early stage investment opportunities
that adequately reflect the risk profile.
Website: https://globalcarecapital.com/
GLOBAL CARE CAPITAL
CORP.:
Company Contact:
Alex Somjen, President & CEO
asomjen@globalcarecapital.com
Neither the CSE nor its regulation
services provider accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Information: This news release
includes certain statements that may be deemed “forward-looking
statements”. The use of any of the words “anticipate”, “continue”,
“estimate”, “expect”, “may”, “will”, “would”, “project”, “should”,
“believe” and similar expressions are intended to identify
forward-looking statements. Although the Company believes that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
These statements speak only as of the date of this News Release.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks including various
risk factors discussed in the Company’s disclosure documents which
can be found under the Company’s profile on www.sedar.com
Global Care Capital (CSE:HLTH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Global Care Capital (CSE:HLTH)
Historical Stock Chart
From Jul 2023 to Jul 2024