NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, Jan. 26, 2022 ‐ HealthSpace Data Systems Ltd. (“HealthSpace”, or the “Company”) (CSE: HS) (Frankfurt: 38H) (OTC: HDSLF) is pleased to announce the pricing and terms of its previously announced overnight marketed offering (the “Offering”) of units of the Company (the “Units”). The Offering will be conducted on a commercially reasonable “best efforts” agency basis for the issuance of up to 6,666,700 Units at a price of $0.60 per Unit (the “Offering Price”) for aggregate gross proceeds of up to $4,000,020. Echelon Wealth Partners Inc. (the “Agent”) is acting as sole agent and bookrunner for the Offering.
Each Unit will consist of one common share (a “Common Share”) and one‐half of one Common Share purchase warrant (each full warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.90 for 24 months from the date of issuance. The Company intends to apply to list the Warrants on the Canadian Securities Exchange.
The Agent will have an option to offer for sale up to an additional 15% of the Units sold pursuant to the Offering on the same terms as the Offering for market stabilization purposes and to cover overallotments, exercisable in whole or in part within 30 days of the date of closing of the Offering (the “Over‐Allotment Option”), for additional gross proceeds of up to $600,003. The Over‐Allotment Option may be exercised to purchase Units, Common Shares, Warrants, or any combination thereof.
In connection with the Offering, the Agent will receive consideration comprised of: (i) a cash fee equal to 8% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over‐Allotment Option; (ii) such number of share purchase warrants (the “Agent’s Warrants”) as is equal to 8% of the number of Units sold in the Offering (including any additional Units issued upon the Agent’s exercise of the Over‐ Allotment Option) exercisable to purchase one Common Share at an exercise price of $0.60 for 24 months from the date of issuance; and (iii) a corporate finance fee of 3.0% of the aggregate gross proceeds of the Offering (including the Over‐Allotment Option), in Common Shares, such number to be calculated by dividing the gross proceeds of the Offering by the Offering Price.
The Company will use the net proceeds of the Offering for sales, marketing, research and development, working capital and general corporate purposes.
The Offering will be completed by way of a prospectus supplement to the short form base shelf prospectus of the Company dated September 14, 2021 to be filed in with the securities commissions in British Columbia, Alberta and Ontario. The Company intends to file a prospectus supplement to its short form base shelf prospectus on January 28, 2022. Additionally, the Offering will be conducted by way of a private placement in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
Closing of the Offering is subject to a number of conditions, including without limitation, the execution of an agency agreement and receipt of all regulatory approvals. The Offering is expected to close on or about February 4, 2022, or such other date as the Company and the Agent may mutually agree. Page 2 of 3 A copy of the Base Shelf Prospectus and the Prospectus Supplement will be available on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, or to U.S. Persons or for the account or benefit of any U.S. person or any person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. Person” are as defined in Regulation S under the U.S. Securities Act.
HealthSpace is an industry leading software as a service company serving the state, provincial and local government market across the United States and Canada. HealthSpace’s cutting edge platforms currently provide inspection, information, communication and data management systems that enable government agencies to operate more efficiently. HealthSpace’s cloud and mobile based platforms are currently deployed in over 600 state and local government organizations across North America. HealthSpace currently offers the only fully integrated inspection, administration and analytics product suite across all platforms in North America. HealthSpace also delivers its government grade technologies to private businesses through its My Health Department platform, enabling citizens and private businesses to gain visibility and predictability into their own organizations and move from a reactive to a proactive operational status. As HealthSpace continues to deliver focused service and innovative solutions to government organizations, the Company entered the FinTech space through its HSPay offering which serves as a payment platform that streamlines the intake of government revenue. Further, HealthSpace’s GovCall platform offers one of the only teleconferencing and video collaboration platforms tailored exclusively for government agencies.
This news release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements may include, without limitation, statements regarding the use of proceeds from the Offering (including the Over-Allotment Option) and Concurrent Private Placement. All forward-looking statements in this news release are made as of the date of this news release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s public securities filings with the Canadian securities commissions, including the Base Shelf Prospectus and the Prospectus Supplement. Although HealthSpace believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. HealthSpace expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
For more information please contact: