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VANCOUVER and HONG KONG, May 15, 2018 /CNW/ - Wellness Lifestyles Inc. (TSX.V: WELL) (the "Company" or "WELL"), an owner and operator of Primary Healthcare facilities and Wellness Centres in Canada, is pleased to announce that it has completed its non-brokered private placement (the "Private Placement") of common shares in the capital of the Company (the "Shares") as previously announced in the Company's news release dated April 24, 2018.
The Company issued 15,877,939 Shares at a price of $0.33 per Share for gross proceeds of $5,239,719.87 to a group of strategic investors, led by and including Mr. Li Ka-shing. In addition, the Company issued 6,291,639 Shares at a price of $0.37 per Share to the president's list for gross proceeds of $2,327,906.43. The Share price applicable to such subscribers was increased from a price per Share of $0.33, as was previously announced in the Company's news release dated April 24, 2018, to $0.37 per Share at the request of the TSX Venture Exchange (the "Exchange"). The Company issued an aggregate of 22,169,578 Shares and raised aggregate gross proceeds of $7,567,626.30.
Mr. Hamed Shahbazi, who is currently the Chairman and a director of WELL and will be appointed the CEO of the Company on May 23, 2018, subscribed for 5,534,064 Shares at a price of $0.37 per Share for a total investment of $2,047,603.68, or approximately 27% of the gross proceeds of the Private Placement.
The net proceeds of the Private Placement are intended to be used in connection with the Company's plans to consolidate and modernize primary healthcare facilities. The Company acquired six medical clinics in February 2018 and is exploring additional potential acquisitions. Once a critical mass presence is established in Canada, the Company intends to consider acquisitions in the United States and other markets if and when circumstances warrant. All securities issued pursuant to the Private Placement are subject to a hold period under applicable Canadian securities laws expiring on September 15, 2018.
The participation by each of Hamed Shahbazi, Brian Levinkind, Alexander Read, Peter Maclean, Kenneth Caawkell and Thomas Liston in the Private Placement constitutes a Related Party Transaction (as the term is defined in the policies of the Exchange) as each of them is an Insider (as the term is defined in the policies of the Exchange) of the Company at the time the transactions were agreed to. However, such Related Party Transactions are exempt: (i) from the formal valuation requirement of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") pursuant to the exemption contained in section 5.5(b) of MI 61-101 as none of the Company's securities are listed on any of the markets specified in section 5.5(b) of MI 61-101, and (ii) from the shareholder approval requirement of MI 61-101 pursuant to the exemption contained in section 5.7(1)(a) of MI 61-101 because the fair market value of the Private Placement insofar as it involves an interested party does not exceed 25% of the Company's market capitalization at the time the Related Party Transaction was agreed to.