Agility Health Inc.

Agility Health Inc.

August 02, 2017 16:47 ET

Agility Health Announces Private Placement and Issuance of Securities

GRAND RAPIDS, MICHIGAN--(Marketwired - Aug. 2, 2017) -


Agility Health Inc. (TSX VENTURE:AHI) ("Agility Health" or, the "Company"), a leading provider of rehabilitation services, orthotics and software services, today announced that the Company intends to complete a private placement offering (the "Private Placement") of up to 36,000,000 units (the "Units") at a purchase price of CAD$0.10 per Unit for total gross proceeds of CAD$3,600,000. Each Unit is comprised of one voting common share and one-half of one voting common share purchase warrant (the "Private Placement Warrants"). Each whole Private Placement Warrant will entitle the holder to acquire one voting common share at a price of CAD$0.14 for a one-year period from the date of the closing of the Private Placement. The net proceeds of the Private Placement will be used for working capital purposes, including the ongoing development of additional clinics. The voting common shares issuable pursuant to the Private Placement and upon exercise of the Private Placement Warrants will be subject to a hold period expiring four months and one day after closing. The Private Placement is subject to stock exchange approval. The Private Placement is being pursued in conjunction with discussions the Company is having with certain potential investors and lenders in the United States who may provide a combination of debt and equity financing of approximately USD$40,000,000 to restructure the Company's balance sheet.

CJC Holdings Inc., an insider of the Company, intends to sell up to 8,000,000 voting common shares of Agility in the market and to subscribe for up to $800,000 of Units. CJC Holdings Inc. is a related party of Agility under Multilateral Instrument 61-101 ("MI 61-101"). Agility is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101, as described in more detail in the material change report to be filed in connection with this Private Placement. Having regard to these exemptions and the Company's desire to close the Private Placement as soon as possible, the Company believes that it is reasonable to close the Private Placement less than 21 days after the date of this news release.

The Company also announces that, in accordance with the financial advisory agreement between the Company and Maxim Group LLC ("Maxim") announced on January 31, 2017, Agility Health issued a total of 113,411 voting common shares to an affiliate of Maxim in consideration for services rendered by Maxim to the Company during the period from July 1, 2017 to July 31, 2017. The shares were issued at CAD$0.09 per share, the closing price of the voting common shares on the TSX Venture Exchange on July 31, 2017, and are subject to a four-month hold period.

About Agility Health

Through its U.S. 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 1, 2017, Agility Health operates 84 outpatient or onsite rehabilitation locations in 14 states. Agility Health's contract therapy services business provides rehabilitative services to 36 hospitals and inpatient rehabilitation units and 37 nursing homes, long-term care facilities and other service locations in 11 states.

In Canada, Medic Holdings Corp., Agility's primary Canadian subsidiary, operates twelve (12) foot care clinics and manufactures orthotics and prosthetics.

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Forward-Looking Information

This press release contains 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. More particularly, this press release contains statements which include the intended completion of the Private Placement, the anticipated use of proceeds and reference to a debt and equity financing to restructure the Company's balance sheet. 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 may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. In addition to other risks, there is a risk that the Private Placement will not be fully subscribed or that is it may be delayed or restructured. The intended use of the net proceeds of the offering by the Company might change if the Company determines that it would be in the best interests of the Company to use the proceeds for some other purpose. There is no binding agreement concerning the debt and equity financing to restructure the Company's balance sheet and there is a risk that this transaction will result in a financing of less than $40 million or that it may not occur at all. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumption 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 review any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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