This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
Toronto, Ontario--(Newsfile Corp. - January 6, 2025) - On January 1, 2025, Mr. Michael Steele (the "Acquiror"), through Integrated HEAL Technologies Inc. ("IHT"), a private corporation controlled by the Acquiror, indirectly acquired control and direction over an additional 13,180,038 common shares (the "CommonShares") in the capital of Kovo+ Holdings Inc. ("Kovo" or the "Corporation") (TSXV: KOVO) by way of the acquisition of HEAL USA, Inc. ("HEAL") pursuant to a share purchase agreement between IHT and HEAL Group Holdings Inc (the "SPA"). The SPA was executed in connection with an internal reorganization of the HEAL group of companies (the "Reorganization" and together with the SPA, the "Acquisition"). Until completion of the Reorganization, HEAL was controlled by an entity of which Mr. Steele is a shareholder, officer and director, but which he does not control.
Pursuant to the Acquisition, the Acquiror, through IHT, indirectly controls a further 13,180,038 Common Shares, representing approximately 9.89% of the Corporation's issued and outstanding Common Shares as of the closing date of the Acquisition. Prior to the Acquisition, the Acquiror owned, indirectly through controlling interests in Avonlea Ventures #2 Inc., 80,007,767 Common Shares and 8,800,000 Common Share purchase warrants ("Warrants"), representing approximately 60.1% of the issued and outstanding Common Shares on a non-diluted basis and 66.7% on a partially diluted basis, assuming full exercise of such Warrants. Following the Acquisition, the Acquiror indirectly owns or controls 93,187,805 Common Shares, representing 69.99% of the Corporation's issued and outstanding Common Shares on a non-diluted basis and 76.60% on a partially diluted basis, assuming exercise of such Warrants.
The Acquiror acquired the Common Shares for investment purposes and has a long‐term view of the investment. The Acquiror intends to review its investment in the Corporation on a continuing basis and may, from time to time, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Corporation either on the open market or through private acquisitions in the future depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws. The Acquiror may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Corporation in the open market or otherwise, and reserves the right to dispose of any or all of the Common Shares in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Common Shares, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors, including compliance with applicable securities laws.
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