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Vancouver, British Columbia / TheNewswire / March 24, 2017: Radiant Health Care Inc. (the "Company" or "Radiant") announces, further to its news release dated November 25, 2016, that it has entered into a definitive agreement dated March 17, 2017 (the "Definitive Agreement") with Teal Pioneer Inc. ("Teal") and the securityholders of Teal (the "Securityholders"), in connection with a proposed transaction (the "Transaction") whereby the Company will acquire from the Securityholders all of the issued and outstanding common shares in the capital of Teal (the "Teal Shares"). Upon completion of the Transaction, Teal will be a wholly-owned subsidiary of the Company.
Commercial Terms
The aggregate purchase price of $3 million (the "Purchase Price") for the Teal Shares will be paid by Radiant by the issuance to the Securityholders of an aggregate of 3,000,000 common shares in the capital of the Company (the "Radiant Shares") at a deemed issuance price of $1.00 per Radiant Share on the basis of 2.849133 Radiant Shares for each Teal Share, with the potential, upon Teal's successful completion of certain revenue-based milestones, for an additional $2 million bonus payment (the "Bonus Payment") to the Securityholders. The Bonus Payment will be payable in Radiant Shares at a deemed issuance price equal to the Radiant Shares issued in connection with the Purchase Price.
Any Radiant Shares issued as part of the Purchase Price or the Bonus Payment to Securityholders who, after the closing of the transaction, will be Principals (within the meaning of National Policy 46-201 Escrow for Initial Public Offerings) of the Company, will be subject to the terms of an escrow agreement that will be in a form prescribed under the Instrument. In respect of any other Securityholders, all Radiant Shares received by such Securityholders will be subject to a lock-up and release schedule, whereby five tranches of Radiant Shares will be released over a 12-month period beginning on the date of issuance.
The Closing
The closing of the Transaction is subject to a number of conditions, including, but not limited to, completion of satisfactory due diligence by both Teal and the Company, obtaining approval of the Transaction from the respective boards of directors of Teal and the Company, and the execution of a binding letter of intent subject to customary closing conditions by the Company. The Transaction is expected to close on or before April 14, 2017.
Upon the completion of the Transaction, it is anticipated that Ritchard Findlay will be appointed as a director of the Company.
About Teal
Teal is a private Ontario company that is engaged in the Canadian medical cannabis sector through two Ontario clinic groups, as well as a number of independent physicians, and that provides TealValley's proprietary for dispensing physicians.
About Radiant
Radiant is a British Columbia based company focused on the healthcare sector. Currently, the principal business of the Company is the identification, evaluation, and acquisition of interests in healthcare assets and businesses, with a focus on the Canadian medical cannabis sector.
On Behalf of the Board of Directors
President & Chief Executive Officer
For further information, please contact:
Brett Walker
President & Chief Executive Officer
(604) 366-7460
This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations and orientations regarding the future. Often, but not always, forward looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Such forward-looking statements include, among others, statements as to the terms and conditions of the Transaction, the listing of the Company's shares on a stock exchange, the anticipated business plans and timing of future activities and the prospects of the success of the Company and Teal, including changes in management. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to the inability of the Company or Teal, as applicable, to obtain the requisite approvals for the Transaction and the listing of the Company's shares on a stock exchange, and general economic, market or business conditions. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that those beliefs, plans, expectations, or intentions will prove to be accurate. Readers should consider all of the information set forth herein and should also refer to the risk factors disclosed in the Company's periodic reports filed from time-to-time with Canadian securities regulators. These reports and the Company's public filings are available at www.sedar.com.
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