Carebook Closes Million Dollar Debt Financing



The non-dilutive capital of the company’s largest shareholders will support Carebook’s strategic orientation on the employer vertical

Carebook Technologies (CNW Group / Carebook Technologies Inc.)

MONTREAL, 23 December 2021 Carebook Technologies Inc. (“Care book“or the”Society“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a Canadian leader in innovative digital health solutions, today announced the closing of $ 1 million debt financing.

“Carebook has focused on the vertical employer market, aligning our full range of offerings to ensure a complete and differentiated solution for employers looking to meet the health and wellness needs of their employees,” said declared Michael peters, Chief Executive Officer of the Company. “This financing strengthens the support of our main shareholders for this new strategic direction. As we complete the integration of our CoreHealth and InfoTech acquisitions, we will prioritize building traction within the employer vertical, accelerating our sales cycle and expanding our membership base. funding will be devoted to the pursuit of this objective. “

As previously announced on November 29, 2021, Carebook entered into a secured loan agreement (each, a “Loan agreement“, and collectively the”Loan agreements“) with SAYKL Investments Ltd. and UIL Limited (each, a”Lender“, and together, the”Lenders“), the largest shareholders of the Company, for total gross proceeds of $ 1 million. SAYKL Investments Ltd. is an entity controlled by Dr. Sheldon elman, President of the Company, and Stuart M. Elman, director of the Company. UIL Limited, a closed-end investment company jointly managed by ICM Investment Management Limited and ICM Limited, was the principal investor in the $ 11.3 million private placement completed by the Company in August 2021.

Interest on principal outstanding under loan agreements is payable quarterly at the rate of CDOR + 10%, and loan agreements have a term of five years. The Company’s obligations under the loan agreements are subordinate to the Company’s obligations under its existing senior credit facilities. In order to secure the Company’s obligations under the loan agreements, the Company has agreed to grant each of the lenders a security interest and a mortgage on all of the Company’s property and businesses, subordinated to the security granted by the Company to its senior lenders. . The proceeds of this financing will be used for working capital purposes. The Company does not issue any securities and does not pay any bonus, commission or brokerage commission under the Loan Agreements.

Each of the lenders is a “related party” of the Company within the meaning of multilateral instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101As a result, the loan agreements are considered a “related party transaction” within the meaning of MI 61-101. The Company relied on an exemption from the minority shareholder approval requirement set out in the MI 61- 101 because the fair market value of the transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with NI 61-101. The Company has not filed a material change report for at least 21 days before closing, which the Company considers reasonable in the circumstances in order to be able to avail itself of the proceeds of the transaction in a timely manner. The Company intends to file a material change report within the required time frame, which will contain all prescribed information relating to this part operation.

About Carebook Technologies
Our heart is science. Our solutions are accessible. Our mission is to empower people.
Carebook’s digital health platform empowers its customers and over 3.5 million members to take control of their health journey. In 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. Together, these companies are creating an end-to-end digital health platform that includes both assessment tools and technology to deliver complementary solutions. Carebook shares trade on the TSX Venture Exchange under the symbol “CRBK”, over-the-counter under the symbol “CRBKF” and on the Frankfurt Stock Exchange under the symbol “PMM1”.

Notice Regarding Forward-Looking Statements:

This press release contains forward-looking information within the meaning of Canadian securities laws regarding Carebook and its activities. Forward-looking information contained in this document includes, but is not limited to, the intended use of proceeds from loan agreements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “planned”, “is considering”, “is considering”, “is planning”. “,” Believes “,” suggests “or variations (including negative variations) of such words and phrases, or states that certain actions, events or results” could “,” could “,” would “,” could “or “would” be taken, occur or be reached. These statements are based on the current expectations of Carebook management and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur on certain specified dates or not at all and could differ materially due to known and unknown risk factors and uncertainties affecting the company, including the risks disclosed in the public documents of the company, including the application for registration dated September 28, 2020, filed on SEDAR. Although Carebook has attempted to identify material factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results differ from those anticipated, estimated or expected. . Therefore, readers should not place undue reliance on forward-looking statements or information. No forward-looking statement can be guaranteed. Unless required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, events, or otherwise. In addition, the current situation and future developments regarding the COVID-19 pandemic could cause certain assumptions and information set out in this document or the fact that these assumptions are based to differ materially from previous expectations, including as regards relates to demand for our products, supply chain and availability of materials, mobility and shipment of materials and / or products, access to debt and equity and other factors.

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 release.

SOURCE Carebook Technologies Inc.



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