HealthSpace Data Systems Ltd. is pleased to announce that it has closed its oversubscribed private placement, previously announced on April 16, 2020. Echelon Wealth Partners Inc. acted as sole agent and bookrunner for the Offering.
The Offering consisted of both brokered and non-brokered components, and resulted in the issuance of 44,000,000 units of the Company at a price of C$0.065 per Unit for gross proceeds of C$2,860,000. Each Unit consists of one common share in the capital of the Company and one common share purchase warrant. Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.10 per Common Share for a period of 36 months from the closing date of the Offering. The net proceeds from the Offering will be used for general corporate and working capital purposes.
The Company paid a cash commission to the Agent and members of the Agent’s selling group equal to C$231,856.32 plus expenses and legal fees, issued 1,222,248 Common Shares and 3,259,328 compensation warrants exercisable into Common Shares at a price of C$0.065 per Common Share for a period of 36 months from the date of issuance.
Two related parties of the Company participated in the Offering. Such participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The issuance to the related parties (as defined in MI 61-101) is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.
The securities issued pursuant to the Offering are subject to a hold period of four months and one day pursuant to applicable securities laws.
The Company also announces that it has granted incentive stock options to Joseph Willmott, a director and President of the Company, in the amount of 350,000 options exercisable into Common Shares at C$0.10 one employee, and one consultants of the Company, in the amount of 250,000 options and 500,000 options respectively, also exercisable at C$0.10 per Common Share. The employee provides services to the Company in respect of its sales activities, and the consultant is a wholly owned entity of Todd Shapiro, who is engaged in social medial marketing to raise awareness of the Company and its products.
All options and the underlying Common Shares will be subject to a hold period of four months and one day pursuant to the policies of the Canadian Securities Exchange, and will further be subject to a vesting schedule, whereby 25% of the granted options vest immediately upon the grant date of May 1, 2020, and 25% vest every three months thereafter.