Carebook Technologies Inc. Announces Completion of Reverse Takeover of Pike Mountain Minerals Inc.
- Commencement of Carebook trading on the TSX-V anticipated the week of October 5, 2020, under the symbol "CRBK"
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MONTREAL, Oct. 1, 2020 /CNW/ - Carebook Technologies Inc. ("Carebook" or the "Company"), a leading Canadian digital health company, announced today that it has completed its previously announced business combination with Pike Mountain Minerals Inc. ("Pike") involving a three-cornered amalgamation of Carebook, Pike and a wholly-owned subsidiary of Pike ("Pike Subco").
The business combination resulted in, among other things, (i) the reverse takeover of Pike by the former securityholders of Carebook, (ii) Pike changing its name to "Carebook Technologies Inc." (the "Resulting Issuer") and (iii) the anticipated listing of the Resulting Issuer's common shares (the "Resulting Issuer Common Shares") on the TSX Venture Exchange (the "TSX-V") (the "Transaction").
In connection with the Transaction, and as previously announced, Carebook had raised private placement financings in the aggregate amount of C$21,000,000 (the "Private Placements") led by Canaccord Genuity.
As previously disclosed, Carebook received conditional approval from the TSX-V on September 25, 2020 for the listing of the Resulting Issuer Common Shares on the TSX-V.
Subject to the Resulting Issuer fulfilling the customary listing conditions imposed by the TSX-V, and following the issuance by the TSX-V of its final bulletin in respect of the Transaction, trading in the Resulting Issuer Common Shares is expected to commence on the TSX-V under the symbol "CRBK" on or about October 6, 2020.
"The Carebook team has worked diligently over the past several months on closing the reverse takeover in anticipation of an upcoming listing on the TSX-V," said Pascale Audette, Chief Executive Officer of Carebook. "Our mandate to transform the global health industry with our powerful digital platform is strengthened with this additional capital generated by the private placement. With these new resources behind us, we will continue to lead the way to provide accessible, connected health for companies and individuals."
Under the Transaction, Carebook and Pike Subco amalgamated under the Canada Business Corporations Act and the amalgamated entity continued as wholly-owned subsidiary of Pike.
In addition, Pike consolidated its issued and outstanding common shares ("Pike Common Shares") on the basis of one new Pike Common Share for every 13.187 existing Pike Common Shares.
For additional information about the Transaction, please refer to Pike's press releases dated June 26, 2020, August 7, 2020 and September 28, 2020, as well as its management information circular dated August 7, 2020 and the listing application on Form 2B dated September 28, 2020 submitted by Carebook (the "Listing Application"), each of which is available under the Resulting Issuer's SEDAR profile at www.sedar.com.
Further information regarding the Resulting Issuer and its business, the Private Placements and the Resulting Issuer's outstanding security data as of competion of the Transaction is available in the Listing Application.
The board of directors of the Resulting Issuer consists of five directors: Dr. Sheldon Elman (Executive Chairman and Director), Josh Blair (Vice Chairman and Director), Dr. Philippe Couillard (Director), Anne-Marie Bouchard (Director) and Stuart M. Elman (Director).
Investor Relations Services Agreement
The Company announced today it has entered into an investor relations services agreement (the "Services Agreement") with LodeRock Advisors Inc. ("LodeRock"), pursuant to which LodeRock will provide Carebook with strategic investor relations and capital markets communications services.
LodeRock is a group of senior capital markets communications executives who develop and execute communications programs in order to help companies achieve their capital markets objectives, and capture the full potential of their public listing.
Pursuant to the terms of the Services Agreement, Carebook will pay LodeRock a monthly retainer fee of $12,000. Carebook has no prior professional relationship with LodeRock, and as of the date of this release, LodeRock does not own or control any securities of the Company.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital products for pharmacies, insurance providers, governments, businesses, and more. Based in Montreal, and run by a senior management team and Board with significant health and digital experience, Carebook's core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. Additional information can be found at www.carebook.com.
FORWARD LOOKING STATEMENTS
Certain statements included in this press release regarding Pike's and Carebook's current and future plans, expectations and intentions, or any other future events or developments that are not historical facts constitute forward-looking statements. Forward-looking statements are typically identified by the use of terminology such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these terms or such variations thereon or comparable terminology. Forward-looking statements are based on estimates and assumptions made by Pike's and Carebook's management in light of such management's respective experience and perception of historical trends, current conditions and expected future developments, as well as factors management believes appropriate. Accordingly, undue reliance should not be placed on such forward-looking statements.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the failure to satisfy all conditions precedent or obtain all regulatory approvals for the Transaction, including by the dates indicated; the anticipated costs to complete the Transaction may exceed current expectations; Carebook (and therefore, the Resulting Issuer) may be unable to successfully execute its business strategy such that future growth, results of operations, performance and business prospects and opportunities of Carebook (and therefore, the Resulting Issuer) may not be as currently anticipated; new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and the on-going COVID-19 pandemic may impact product demand. There are numerous other factors, many of which are out of Pike's and Carebook's control, that could cause Pike's and Carebook's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets or the economy generally; results of operation activities and development of projects; unanticipated costs and expenses; and general market and industry conditions. These factors and fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable).
Pike and Carebook caution that the foregoing list of material factors is not exhaustive. When relying on these forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of factors is not exhaustive and subject to change. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking statements contained in this press release represent Pike's and Carebook's expectations as of the date of this press release and are subject to change after such date. Pike and Carebook have no intention, and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This press release is not an offer of the securities for sale in the United States. The securities 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 registration. 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.
Neither the 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 press release.
SOURCE Carebook Technologies Inc.
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