Patient Home Monitoring Corp.
TSX VENTURE : PHM

April 13, 2015 07:34 ET

Patient Home Monitoring Corp. Announces $36 Million Bought Deal Financing

LOS ANGELES, CALIFORNIA--(Marketwired - April 13, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Patient Home Monitoring Corp. ("PHM") (TSX VENTURE:PHM), a profitable company with annualized revenues of $60 million focused on rolling-up annuity-based healthcare service companies in the U.S. and Canada, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Mackie Research Capital Corporation (the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis, 24,000,000 units (the "Units") of PHM at a price of $1.50 per Unit for gross proceeds to PHM of $36,000,000 (the "Offering").

Each Unit will consist of one (1) common share (a "Common Share") in the capital of PHM and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant a "Warrant") of PHM. Each Warrant entitles the holder thereof to acquire one Common Share for an exercise price of $1.80 per Common Share for a period of 36 months following closing of the Offering (the "Closing"). The expiry date of the Warrants may be accelerated by PHM at any time following the six-month anniversary of the Closing and prior to the expiry date of the Warrants when the volume-weighted average trading price of the Common Shares is greater than $2.20 for any 20 consecutive trading days, at which time PHM may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.

PHM has granted the Underwriters an option (the "Agent's Option") to increase the size of the Offering by up to an additional 15% of the total number of Units to be issued under the Offering, at any time on or before 48 hours prior to the Closing.

The Offering is scheduled to close on or about the week of May 4th, 2015 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will have a hold period of four months and one day from the Closing. The net proceeds from the Offering will be used by PHM for acquisition purposes and general working capital.

In consideration for their services, the Underwriters will receive a cash commission of 5.0% of the gross proceeds of the Offering, and shall receive such number of compensation options exercisable into Common Shares, as is equal to 4.0% of the Units issued pursuant to the Offering.

About PHM

PHM is an acquisition-oriented, fast-growing and profitable company servicing patients with heart disease and other chronic health conditions. PHM is focused on acquiring companies in a highly fragmented and developing market of small privately-held companies servicing chronically ill patients with multiple disease states caused mainly by age and obesity. Because of the new and highly fragmented nature of the market, PHM is actively identifying and evaluating profitable, annuity-based companies to acquire at favorable prices for their patient databases and technical expertise. PHM's post-acquisition organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient's services and making life easier for the patient. The expected result is growing EPS with each acquisition and growing revenue and profits from the cross selling efforts.

Forward-Looking Statements

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of PHM and anticipated events or results, including the completion of the Offering, are assumptions based on beliefs of PHM's senior management as well as information currently available to it. While these assumptions were considered reasonable by PHM at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the risk that the Offering is not completed, the availability of funds and resources to pursue acquisitions, decline of reimbursement rates, dependence on few payors, possible new drug discoveries, a novel business model, dependence on key suppliers, granting of permits and licenses in a highly regulated business, competition, difficulty integrating newly acquired businesses, low profit market segments as well as general economic, market and business conditions, and could differ materially from what is currently expected. There can be no assurance that forward-looking statements will prove to be accurate. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding PHM's plan, objectives and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking 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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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