Agility Health, Inc.
TSX VENTURE : AHI

Agility Health, Inc.

January 29, 2015 08:30 ET

Agility Health Announces Closing of Second Tranche of Private Placement

GRAND RAPIDS, MICHIGAN--(Marketwired - Jan. 29, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Agility Health, Inc. (TSX VENTURE:AHI) ("Agility Health" or the "Company"), a leading provider of physical rehabilitation and software services that benefit patients, healthcare providers and employers, is pleased to announce that it has closed a second tranche of its private placement offering (the "Private Placement") in the amount of 3,510,100 voting common shares ("Shares") at a price of $0.25 per Share, for gross proceeds of $877,525. In total, the Company has issued 5,210,100 Shares for aggregate gross proceeds of $1,302,525 under the Private Placement.

In connection with the second tranche of the Private Placement, the Company paid a total of $29,750 in finder's fees and issued 119,000 non-transferrable warrants (the "Warrants") to finders. Each Warrant is exercisable by the holder to acquire one voting common share of the Company until January 28, 2017 at an exercise price of $0.25 per share.

The net proceeds from the Private Placement will be used for general corporate and working capital purposes.

Certain related parties of the Company participated in the second tranche of the Private Placement and subscribed for an aggregate of 1,210,100 Shares. Participation of related parties of the Company in the second tranche of the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The second tranche of the Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to related parties nor the consideration being paid by related parties will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the second tranche of the Private Placement as the details of the participation of the related parties of the Company had not been confirmed at that time.

All transactions referred to in the release are subject to regulatory approval, including approval of the TSX Venture Exchange. For further details, please contact the Company. All securities issued in connection with the second tranche of the Private Placement are subject to a statutory hold period until May 29, 2015.

The securities offered pursuant to the second tranche of the Private Placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may be not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Agility Health

Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Health operates a multi-state network of outpatient rehabilitation clinics and provides contracted services to hospitals, nursing homes and other institutional clients, providing care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and a variety of other injuries and conditions. In addition, Agility Health provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of January 29, 2015, Agility Health operates 74 outpatient or onsite rehabilitation locations in 17 states. Agility Health's contract therapy services business provides rehabilitative services to 42 hospitals and inpatient rehabilitation units, 35 nursing homes, long-term care facilities and other service locations in 9 states. For more information, please visit investors.agilityhealth.com.

Cautionary Statements

Neither 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.

This release includes forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including any additional closing of the Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

  • Agility Health, Inc.
    Steven N. Davidson
    Chairman and Chief Executive Officer
    (616) 356-5000

    Agility Health, Inc.
    Terry Vanderkruyk
    Chief Corporate Development Officer
    (604) 961-3844
    Terry.Vanderkruyk@agilityhealth.com