Vitalhub Corp.
TSX VENTURE : VHI

March 24, 2017 11:13 ET

Vitalhub Corp. Announces First Two Acquisitions and Brokered Private Placement Offering of Up to $10,000,000

TORONTO, ONTARIO--(Marketwired - March 24, 2017) - VITALHUB CORP. (TSX VENTURE:VHI) (the "Company" or "Vitalhub"), is pleased to announce that it has entered into non-binding letters of intent to acquire H.I. Next Inc. ("HI Next") and B Sharp Technologies Inc. ("B Sharp Technologies") (the two proposed acquisitions, the "Acquisitions") and intends to complete a brokered private placement of up to $10,000,000 (the "Offering"). The Offering will be conducted through a syndicate of agents (the "Agents") co-led by Echelon Wealth Partners Inc. ("Echelon") and Paradigm Capital Inc. ("Paradigm") and including Canaccord Genuity Corp., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

Highlights:

  • Early business model validation through complementary acquisitions in the mobile healthcare applications market, at attractive valuations
  • Transformational transactions which together increases pro-forma revenue and recurring revenue by nine times over current levels
  • Core value drivers in ability to leverage a broader product offering across a common customer base along with an integrated sales and software development infrastructure.
  • Brokered private placement being offered to fund acquisitions and provide capital for continued growth

Founded in 1997 and based in Toronto, HI Next offers a suite of industry proven, peer reviewed tools to identify and address a broad range of behavioral, medical, and social problems affecting those suffering from mental illness. Clients can document, share, and collaborate patient results, care plans, and progress notes with peer providers in real-time. HI Next products are used by over 80 customers across Canada and the United States.

Founded in 1998 and based in Toronto, B Sharp Technologies develops and deploys client case management and electronic documentation solutions for healthcare, social services, and community care organizations. B Sharp Technologies also has software development operations in Sri Lanka, providing access to skilled and low cost developers. B Sharp Technologies' products are used by over 40 customers in 70 locations across Canada.

Commenting on the Acquisitions and the Offering, Dan Matlow, Chief Executive Officer of Vitalhub stated "Vitalhub is moving forward with the first phase of a thoughtful and robust acquisition strategy that is focused on the Enterprise Healthcare Information Technology Sector. Vitalhub's innovative mobile solutions, together with B Sharp's and HI Next's established technologies and customer bases, brings natural synergies and an opportunity to create significant additional value for shareholders and customers. The principals of all three companies look forward to coming together to continue building a new and exciting Healthcare IT enterprise."

Acquisition of HI Next

On February 23, 2017, Vitalhub entered into a non-binding agreement to acquire all the issued and outstanding share capital in HI Next. Vitalhub will pay an estimated purchase price of approximately $5.2 million, subject to certain further adjustment and to the entering into of a definitive agreement.

HI Next had total revenues from operations of approximately $3.3 million for the year-ended September 30, 2016.

Acquisition of B Sharp Technologies

On February 17, 2017, Vitalhub entered into a non-binding agreement to acquire all of the issued and outstanding share capital in B Sharp Technologies. Vitalhub will pay an estimated purchase price of approximately $3.9 million, subject to further adjustment and to the entering into of a definitive agreement.

B Sharp Technologies had total revenues from operations of over $1.8 million for the year-ended December 31, 2016.

The Acquisitions and the consideration paid by Vitalhub therefore is subject to approval of the TSX Venture Exchange ("TSXV"), completion of mutually satisfactory due diligence by Vitalhub and the respective vendors, and the execution of definitive legal documentation. Neither of the Acquisitions will constitute a Non-Arm's Length Transaction as defined by the TSXV's policies.

Additional detailed information about the Acquisitions, including financial information of the targets and definitive descriptions of the consideration to be paid for them, will follow upon the entering into of definitive agreements. Pending the release of this information, trading in the Company's stock will be halted. Management expects this halt to last approximately three weeks, and looks forward to updating shareholders with this detailed information once the definitive agreements are entered into, and the consequent re-trading of the company's shares.

Private Placement

On March 24, 2017, Vitalhub entered into an engagement letter (the "Engagement Letter") with Echelon Wealth Partners Inc. ("Echelon"), pursuant to which Echelon will act as co-lead agent and sole bookrunner with respect to a brokered private placement financing of up to 83,333,333 units of Vitalhub ("Units"), at $0.12 per Unit, for gross proceeds of a minimum of $5,000,000 and a maximum of $10,000,000. The Offering shall be conducted on a commercially reasonable best efforts basis, subject to satisfactory due diligence.

Each Unit shall consist of one common share of the Company ("Common Share") and one Common Share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to purchase one Common Share for a period of twenty-four (24) months from the date of issuance at a price of $0.18 per Common Share. The Warrants will be converted automatically by the Company if, at any time after the four month statutory hold period expires, the price per share of the Company's Common Shares on the TSXV is greater than $0.30 for 20 consecutive days.

Paradigm will act as a co-lead with Echelon for the Offering and will form a syndicate of other licensed dealers, brokers and investment dealers including Canaccord Genuity Corp., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

As compensation for their services, the Agents shall be entitled to a commission payment equal to 7.5% of the gross proceeds raised in the Offering as well as that number of compensation warrants (the "Broker Warrants") equal to 7.5% of the number of Units sold in the Offering, other than in respect of orders from 'president's list' purchases on which the Agents shall receive a commission payment equal to 3% of the gross proceeds of the Offering and that number of Broker Warrants equal to 3% of the number of Units sold in the Offering. Each Broker Warrant shall entitle the holder to acquire one Common Share for a period of twenty-four (24) months from the date of issuance at a price of $0.18 per Common Share. Echelon and Paradigm will also receive a corporate finance fee of which a portion will be paid in Common Shares issued on the closing date of the Offering.

Vitalhub anticipates that it will use the net proceeds of the Offering to pay the cash portions of the B Sharp Technologies purchase price and the HI Next purchase price as well as for working capital and general corporate purposes.

The Offering is subject to all necessary approvals, including the approval of the TSXV. All securities issued in connection with the Offering shall be subject to a four month statutory hold period.

About HI Next

HI Next offers a complete suite of industry proven, peer reviewed tools to identify and address the full range of behavioral, medical, and social problems affecting the seriously mental ill. Providers can document, share, and collaborate patient results, care plans, and progress notes with peer providers in real-time.

HI Next owns TREAT, a Web-based EHR and care coordination platform built for health care providers. TREAT's integrated solutions are tailored to many sectors of care, including Behavioral and Mental Health, Community, & more. With over 100 clinical assessment tools, coordinated care planning, progress notes, practice management and an easy-to-use design, TREAT provides a complete system that will help health care providers to improve overall patient care.

Currently more than 80 organizations across North America benefit from using TREAT's integrated health care solutions every day.

About B Sharp Technologies

B Sharp Technologies develops and deploys client case management and electronic documentation solutions for healthcare, social services, and community care organizations. These solutions unlock the value of data to enable informed decision-making.

B Sharp Technologies was founded in 1998 as a business consulting and custom software development company. Building on early successes developing solutions for several healthcare organizations, the company shifted its focus from services to products and has evolved to become an established and respected provider of specialty documentation and complex case management solutions.

About Vitalhub

Founded in 2012, Vitalhub delivers an innovate platform for mHealth, a modularized and standardized solution for creating mobile health applications. The Vitalhub platform provides the control, security, privacy and consistency essential in the healthcare industry. Vitalhub includes apps for clinical care, communications, and medical research, and the platform to expand this to other areas. Vitalhub is based in Toronto, Ontario.

Cautionary Statements

All information contained in this news release with respect to Vitalhub, B Sharp Technologies and HI Next was supplied by the parties, respectively, for inclusion herein, and none of such parties' directors and officers have relied on such other parties' for any information concerning such party.

Completion of the Acquisitions is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that either of the Acquisitions will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the Acquisitions may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange has in no way passed upon the merits of the Acquisitions and has neither approved nor disapproved the contents of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Acquisitions, the timing and the completion of the Offering, the use of net proceeds from the Offering, the listing of the Common Shares on the TSX Venture Exchange, the receipt of regulatory approvals and the timing thereof, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisitions, the Offering, the use of the net proceeds from the Offering, the listing of the Common Shares on the TSX Venture Exchange, the receipt of regulatory approvals and the timing thereof, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Acquisitions and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that Acquisitions, or the Offering, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the TSX Venture Exchange nor its Regulation Service 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 OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE 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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

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