MONTREAL, Oct. 4, 2022 /CNW Telbec/ - SAYKL Investments Ltd. ("SAYKL") and UIL Limited ("UIL" and together with SAYKL, the "Lenders") announced today that on, September 29, 2022, they entered into amended and restated loan agreements (each, an "A&R Agreement") with Carebook Technologies Inc. ("Carebook" or the "Company"), amending and restating the loan agreements entered into by each of the Lenders with the Company in December 2021, in order to (i) establish additional loans in favour of the Company in the principal amount of $0.5 million each, bringing the aggregate principal amount outstanding to the Lenders to $2 million as at the date hereof, and (ii) add a conversion into common shares feature at a conversion price of $0.175 per common share (the "Transaction"). The convertible loans were entered into on a private placement basis.
UIL is a London Stock Exchange listed investment company of which Mr. Alasdair Younie, a director of the Company, is a representative. Immediately prior to completion of the Transaction, UIL beneficially owned or exercised control or direction over, directly or indirectly, 36,046,167 common shares of the Company (each, a "Common Share"), representing 46.4% of the issued and outstanding Common Shares. UIL also owned, or had director or control over, 5,693,383 warrants to purchase one Common Share.
Immediately after completion of the Transaction, UIL beneficially owns or exercises control or direction over, directly or indirectly, 36,046,167 Common Shares, representing 46.4% of the issued and outstanding Common Shares, as well as 5,693,383 Common Share purchase warrants and $1 million aggregate principal amount of loans convertible into up to 5,714,285 Common Shares. Assuming a full conversion of the loan under the A&R Agreement with UIL, and assuming the exercise in full of the warrants held by UIL, UIL would own, or have direction or control over, 47,453,835 Common Shares, representing in the aggregate approximately 53.2% of the issued and outstanding Common Shares (on a partially diluted basis).
SAYKL is a private investment company controlled by Dr. Sheldon Elman, Chair of the Company and Stuart M. Elman, director of the Company. Immediately prior to completion of the Transaction, SAYKL beneficially owned or exercised control or direction over, directly or indirectly, jointly with its affiliates, 24,032,996 Common Shares (including the 16,500 Common Shares held by Mr. Stuart M. Elman personally), representing 30.9% of the issued and outstanding Common Shares. SAYKL and its affiliates also own or exercise control or direction over 330,000 options to acquire Common Shares (the "Options") and 2,617,214 Common Share purchase warrants.
Following completion of the Transaction, SAYKL beneficially owns or exercises control or direction over, directly or indirectly, 24,032,996 Common Shares, representing 30.9% of the issued and outstanding Common Shares, as well as 330,000 options to acquire Common Shares (the "Options"), 2,617,214 Common Share purchase warrants and $1 million aggregate principal amount of loans convertible into up to 5,714,285 Common Shares. Assuming a full conversion of the loan under the A&R Agreement with SAYKL, and assuming the exercise in full of the Options and warrants held by SAYKL, SAYKL would own, or have direction or control over, 32,694,495 Common Shares representing in the aggregate 37.8% of the issued and outstanding Common Shares on a partially diluted basis.
The A&R Agreements providing for the convertible loans were entered into by each of SAYKL and UIL for investment purposes. UIL and SAYKL may, from time to time, depending on market and other conditions, increase or decrease their respective beneficial ownership, control or direction over common shares or other securities of Carebook through market transactions, private agreements, or otherwise.
In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, each of SAYKL and UIL will file an early warning report regarding this transaction on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Carebook's issuer profile.
Carebook's head office is located at 1400-2045 Stanley Street, Montreal, Quebec H3A 2V4.
SOURCE Carebook Technologies Inc.
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