PROTECH HOME MEDICAL ANNOUNCES INSIDER SUBSCRIPTIONS
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Cincinnati, Ohio – October 29, 2018 – Protech Home Medical Corp. (“PHM” or the “Company”) (TSXV:PHM), is pleased to announce that in conjunction with PHM’s bought deal private placement, led by Beacon Securities Limited, previously announced on October 10, 2018, certain officers and directors of the Company have agreed to participate in a concurrent, non-brokered financing of approximately $1,100,000 on the same terms as the bought deal private placement.
The net proceeds from both offerings will be used for working capital and general corporate purposes and both are expected to close on or about November 2, 2018 (the “Closing Date”), subject to the completion of formal documentation and receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”). All securities issued in connection with the offerings will be subject to a four month hold period from the Closing Date in accordance with applicable Canadian securities laws.
“The officers and directors of the Company are very pleased to be participating in this financing alongside a list of new retail and institutional investors. This financing will further strengthen our already robust balance sheet and will assist us in continuing to execute our corporate strategy of increasing shareholder value through investments in technology, organic growth and strategic acquisitions” said Greg Crawford, CEO and Chairman of PHM.
The subscriptions from officers and directors will be "related party transactions" as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The transaction is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company's market capitalization.
The offered shares have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.