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 further to its press release of May 22, 2020, the
Company has entered into a share purchase agreement (the
“
Agreement”) on June 2nd, 2020 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 $4 million in purchase orders
with a gross margin of approximately 40%.
In April 2020, High Standard Health Care
received its Medical Device Establishment License from the Minister
of Health of Canada allowing it to import Class 1 PPE into
Canada.
From the period starting March 1st, 2020, when
High Standard Health Care commenced operations until May 29th,
2020, High Standard Health Care reports having generated
approximately CDN$ 3.75million in revenue and approximately CDN$ 1
million in net income before income taxes from the distribution of
PPE products. 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.
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.
Terms of the Agreement
The material terms of the Agreement are as
follows:
- In consideration for the Transaction, Global Care shall upon
closing (the “Closing Date”), issue 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
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 $0.375
until the date that is 12 months from the Closing Date.
- There will be no hold period for the Consideration Shares or
the Consideration Warrants pursuant to applicable securities
laws.
- 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 be granted 1,000,000
stock options in Global Care at an exercise price equivalent to the
share price on the Closing Date expiring five years from the
Closing Date and vesting immediately. Gray has 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 throughout 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
INC.:
Company Contact:
Alex Somjen, President and CEO 416-319-5744
asomjen@globalcarecapital.com
The CSE does not accept responsibility
for the adequacy or accuracy of this release.
The securities to be issued in connection with
the Transaction have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "1933
Act"), or under any state securities laws, and may not be
offered or sold, directly or indirectly, or delivered within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the 1933 Act) absent registration
or an applicable exemption from the registration requirements. This
news release does not constitute an offer to sell or a solicitation
to buy such securities in the United States.
Cautionary Note
All information contained in this news release
with respect to High Standard Health Care was supplied by High
Standard Health Care for inclusion herein, and Global Care’s
directors and officers have relied on High Standard Health Care for
such information.
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.
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