NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESVANCOUVER, British Columbia, Sept. 14, 2020 (GLOBE NEWSWIRE) — Global Care Capital Inc. (CSE:HLTH, FRANKFURT: L6V1) (the “Company” or “Global Care”) a global investment company which engages in early stage investment opportunities in private and public companies, is pleased to announce that further to its press release of August 7, 2020 it has entered into a share exchange agreement dated September 8, 2020 (the “Definitive Agreement”), which sets out the terms and conditions for the acquisition by the Company of all of the issued and outstanding securities in the capital of Healthview Technologies Inc. (“Healthview”) in exchange for securities of Global Care (the “Transaction”).
Pursuant to the terms of the Definitive Agreement, the material terms of the Transaction are as follows:In consideration for the Transaction and on closing thereof, Global Care will issue an aggregate of 20,000,000 common shares of Global Care (the “Consideration Shares”) to Healthview shareholders at a deemed price of $0.09 per Consideration Share and issue to Healthview warrantholders an aggregate of 10,000,000 common share purchase warrants (the “Consideration Warrants”);Each Consideration Warrant permits the holder thereof to acquire one Global Care common share at a price equal to $0.05 until August 27, 2021;There is no hold period for the Consideration Shares or the Consideration Warrants pursuant to applicable securities laws;In addition, Global Care will issue up to an additional 20,000,000 common shares (the “Performance Shares”) if and when Healthview meets certain performance milestones on or before December 31, 2021; and2,000,000 finders’ shares will be issued to an arm’s length finder in connection with the Transaction.The Transaction is an arms-length transaction and no change in management, or the Board of Directors of Global Care is being contemplated at this time. The Definitive Agreement contemplates other material conditions precedent to the closing of the Transaction, including, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third-party, board and shareholder approvals being obtained, including the approval of the Canadian Securities Exchange. There can be no assurance that the Transaction will be completed as proposed, or at all.Alexander Somjen, CEO of Global Care, stated: “We are excited about the opportunity to bring Healthview under the Global Care umbrella. Telehealth is an important and growing sector, especially given the current times. Healthview’s virtual care platform will hopefully help fulfill growing employer demand for digital healthcare solutions for their workforce and prove complementary to Global Care’s existing health care related portfolio companies.”About HealthviewHealthview aims to be a global disruptor in the mental health and wellness space. Healthview provides wellness support and mental health solutions and services to both employer firms and employees. As the population continues to work remotely and from home mental health and workplace wellness is becoming increasingly in more demand and more important than ever before. Healthview is an online solution and tool that employees and employment firms will be able to use to maintain wellness and provide support for staff.About Global CareGlobal Care Capital is a global investment company which specializes in providing early stage financing to private and public companies. The Company engages in new, early stage investment opportunities in previously underdeveloped assets and obtaining positions in early stage investment opportunities that adequately reflect the risk profile.Website: https://globalcarecapital.com/GLOBAL CARE CAPITAL CORP.: Company Contact:
Alex Somjen, President & CEO
604-687-2038
[email protected]The CSE does not accept responsibility for the adequacy or accuracy of this release.The securities to be issued in connection with the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act“), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.Cautionary NoteAll information contained in this news release with respect to Healthview was supplied by Healthview for inclusion herein, and Global Care’s directors and officers have relied on Healthview for such information.Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com
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