/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES/
(All amounts are in Canadian dollars unless otherwise
stated)
TORONTO, Jan. 12,
2023 /CNW/ - Shiny Health & Wellness Corp.
("Shiny Health" or the "Company") (TSXV: SNYB) announces that it
intends to conduct a non-brokered private placement of up to 1.04
million units of the Company (each, a "Unit") at a price of
$1.44 per Unit (the "Offering") for
aggregate gross proceeds of up to $1.5
million. Each Unit will consist of one common share of
the Company ("Common Share") and one Common Share purchase warrant
("Warrant"). Each Warrant will entitle the holder thereof to
purchase one Common Share at a price of $2.16 for a period of 60 months from the date of
issuance.
Bonus Shares
In addition to the Common Shares and Warrants comprising the
Units, an investor who subscribes for and purchases more than
$10,000 worth of Units (not less than
6,945 Units) under the Offering will also receive, for every four
Units purchased, one additional Common Share (a "Bonus Share").
No additional consideration will be payable for the Bonus
Shares, which will not be new shares issued by the Company but
rather existing shares that will be transferred from the holdings
of the Company's founding shareholder (the "Founder"), who
currently holds approximately 62% of the outstanding Common
Shares. The Founder is making the Bonus Shares available in
support of the Offering and recognition of current equity market
conditions, and will not receive any direct or indirect
compensation for doing so. All proceeds of the Offering will
be received by the Company.
Terms of the Offering
Shiny Health intends to use the net proceeds of the Offering for
general working capital requirements, including to continue to
advance the Company's cannabis line of business performance and its
pharmacy strategy and deal pipeline. Any future pharmacy
acquisitions are expected to be funded through debt in combination
with additional equity capital from future offerings. On
October 3, 2022, the Company closed
its first retail pharmacy acquisition (Cotton Mill Pharmacy) where,
due to challenging equity markets leading up to closing of the, it
employed working capital on hand to pay the balance of the purchase
price plus inventory.
The Offering will be conducted on a private placement basis in
Canada in reliance upon available
exemptions from the prospectus requirements of applicable Canadian
securities laws, to persons that qualify as "accredited investors"
within the meaning of such laws or to whom securities may otherwise
be distributed on a prospectus-exempt basis. Shiny Health
will consider subscriptions for Units from persons resident in
jurisdictions outside of Canada;
however, such persons will need to establish to the Company's
satisfaction that the offering and sale of Units to them is lawful
and exempt from any prospectus, registration or similar
requirements under the laws of that jurisdiction.
The minimum investment amount per subscriber under the Offering
will be $5,000. In order for a
purchaser of Units to also receive Bonus Shares, however, a minimum
of $10,000 worth of Units must be
purchased.
The Offering is not subject to any minimum amount of
subscriptions.
The Offering is subject to acceptance by the TSX Venture
Exchange (the "TSXV"), and may thereafter be closed in one or more
tranches as subscriptions are received and accepted by the Company,
in its discretion. The Company currently anticipates an initial
closing on or about February 1,
2022.
All Common Shares and Warrants issued pursuant to the Offering,
and any Bonus Shares received, will be subject to a hold period of
four months plus a day from their date of issuance, during which
any resale or other transfer will be restricted in accordance with
applicable securities laws. The Warrants will not be
transferable without the consent of the Company.
Directors and officers have indicated that they will invest an
aggregate of approximately $200,000
in the Offering.
If the Offering is oversubscribed, Shiny Health reserves the
right to increase the size of the Offering above $1.5 million and accept subscriptions for more
than 1.04 million Units, subject to the approval of the TSXV.
Subject to TSXV acceptance, Shiny Health may pay finder's fees
payable in cash, Common Shares and/or non-transferable warrants to
purchase Common Shares based on the number of Units sold under the
Offering pursuant to subscriptions attributable to the
finder. Any such warrants will entitle the holder thereof to
purchase one Common Share at a price of $2.16 for a period of 60 months from the date of
issuance.
The securities offered in the Offering have not been and will
not be registered under the United States Securities Act of 1933,
as amended, or any state securities laws, and may not be offered or
sold in the United States absent
registration or compliance with an applicable exemption from such
registration requirements. This news release does not constitute an
offer to sell or the solicitation of an offer to buy securities in
the United States or in any
jurisdiction in which the offer, sale or solicitation would be
unlawful.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
About Shiny Health &
Wellness
Shiny Health & Wellness Corp. is on a mission to help people
never settle, live fully by being a trusted source for health and
wellness solutions and services. The Company recently broadened its
retail growth strategy beyond adult-use cannabis by establishing
mīhī Health & Wellness, a new line of business focused on
building a network of community pharmacies across Ontario. Striving to provide a more diverse
and accessible cannabis experience for adult consumers, the Company
also operates ShinyBud Cannabis Co., a well-established brand in
Ontario strategically located in
markets less saturated with cannabis retailers. The Company's board
of directors and management team hold extensive retail operating
experience, a key competitive differentiator in leading its growth
strategy. Shiny Health trades on the TSX Venture Exchange (TSXV)
under the ticker symbol SNYB. For more information, please visit
www.shinyhealthandwellness.com.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains statements ("forward-looking
statements") that constitute forward-looking information within the
meaning of applicable Canadian securities laws. Forward looking
statements relate to future performance, events, outcomes or
circumstances or are otherwise prospective in nature, and are based
upon internal assumptions, opinions, estimates, plans, beliefs and
expectations about future conditions, developments and courses of
action. They are inherently uncertain as they depend on the
accuracy of such assumptions, opinions, estimates, plans, beliefs
and expectations, which cannot be assured, and are subject to known
and unknown risks and uncertainties that will cause actual results
to differ from those indicated, suggested or anticipated in the
forward-looking statements. The differences may be material and
adverse to the Company. All statements other than statements of
current or historical fact constitute forward-looking
statements.
Without limiting the foregoing, this news release contains
forward-looking statements pertaining to: completion of the
Offering (including anticipated first closing date); anticipated
use of proceeds; and future pharmacy acquisitions and the funding
thereof.
The forward-looking statements contained in this news release
reflect material factors and assumptions of Shiny Health, including
that there is demand for the securities offered under the Offering,
and that the TSXV accepts the Offering on a timely basis. There is
no assurance that the Offering will be completed, or that any
particular amount of net proceeds will be realized by the Company
from the Offering.
The forward-looking statements contained herein speak only as of
the date of this news release. The Company disclaims any intention,
obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, or to explain any difference between actual results
and those indicated, suggested or anticipated in any
forward-looking statements, except as may be required under
applicable securities laws.
All forward-looking statements contained in this news release
and in any related reports or disclosures filed or issued by the
Company, or made by the Company's directors, officers and other
persons authorized to speak on its behalf regarding the subject
matter hereof, are expressly qualified by this cautionary
statement.
SOURCE Shiny Health & Wellness Corp.