Global Care Capital Inc Closes Acquisition of 70% Interest in High Standard Health Care Generating $4 Million with 40% Gross ...
June 08 2020 - 2:00AM
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 June 3rd, 2020, the
Company has acquired 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 beginning March 1st, 2020, when High Standard
Health Care commenced operations, until May 29th, 2020, High
Standard Health Care reports having generated approximately
CDN$3.75 million in revenue and approximately CDN$ 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 Transaction
The material terms of the Transaction are as
follows:
- In consideration for the
Transaction, Global Care issued an aggregate of 27,000,000 common
shares of Global Care (the “Consideration Shares”)
to High Standard Health Care shareholders at a deemed price of
$0.705 per Consideration Share and issued to High Standard Health
Care shareholders an aggregate of 3,000,000 common share purchase
warrants (the “Consideration Warrants”).
- Each Consideration Warrant permits
the holder thereof to acquire one Global Care common share at a
price equal to $0.375 until June 5, 2021.
- There is 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 has been granted 1,000,000
stock options in Global Care at an exercise price of $0.285
expiring June 5, 2025 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.
About High Standard Health
CareHigh 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 CareGlobal 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 & CEO416-319-5744asomjen@globalcarecapital.com
The CSE does not accept responsibility
for the adequacy or accuracy of this release.
The securities 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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