Mednow Canada’s on-demand virtual pharmacy, is pleased to announce a private placement offering of a secured convertible debenture (the “Convertible Debenture”) for gross proceeds of $400,000 (the “Offering”).
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Ali Reyhany, CEO and Co-Founder, will invest $400,000 pursuant to the Offering. This investment, when combined with previous investments he has made directly or indirectly in Mednow’s stock, will cumulatively represent over $3,045,000 since the company’s initial public offering in March 2021.
The Convertible Debenture will bear interest at a rate of 12.0% per annum and mature eighteen (18) months following the date of issuance (the “Maturity Date”). The principal amount of the Convertible Debenture (the “Principal Amount”) will be convertible into units (each a “Unit”) based on a conversion price of $0.30 per Unit (the “Conversion Price”), being the closing price of the Class A common shares in the capital of Mednow (a “Common Share”) on the TSX Venture Exchange (the “TSXV”) on the trading immediately preceding this news release. The Convertible Debenture will be convertible at the option of the holder at any time during the period beginning on the later of: (i) the four month anniversary of the date of issuance of the Convertible Debenture; and (ii) the date on which the Company completes an equity financing with aggregate proceeds to the Company of at least $4,000,000, and ending on the Maturity Date.
Each Unit will be comprised of one Common Share and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.38 per Common Share for a period of 48 months from the date of issuance thereof, subject to applicable policies of the TSXV.
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The Convertible Debenture will rank senior, secured by all of the assets and property of the Company, subject to certain equipment specific permitted encumbrances, pursuant to a general security agreement, and guaranteed by the Company’s wholly-owned subsidiaries, other than London Pharmacare Inc., Liver Care Canada Inc. and Infusicare Canada Inc. and such guarantee shall be secured by a security agreement executed by the subsidiaries granting a first priority security interest on all of their present and after acquired personal property, including, but not limited to all of their accounts receivable. There will also be a share pledge of the shares of certain of the Company’s subsidiaries in favour of the Convertible Debenture holder.
The net proceeds to be received by the Company from the Offering are intended to be used for strategic acquisition opportunities, working capital and for general corporate purposes. The Convertible Debenture to be issued pursuant to the Offering are subject to a statutory hold period of four months from the date of issuance.
The Convertible Debentures issued under the Offering will be issued to an insider of the Company and such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.
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