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 – March 7, 2019 – Protech Home Medical Corp. (the "Company") (TSXV: PTQ) is pleased to announce that it has completed its previously announced bought deal private placement of unsecured convertible debentures (the "Convertible Debentures") for gross proceeds of $15 million, including the full exercise of the underwriters' option (the "Offering"). The Offering was conducted by a syndicate of underwriters led by Beacon Securities Limited, and including Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the "Underwriters").
The Convertible Debentures bear interest from the date of closing at a rate of 8.0% per annum, payable semi-annually in arrears on the last day of June and December in each year and will mature on March 7, 2024 (the "Maturity Date").
The principal amount of the Convertible Debentures are convertible into common shares of the Company ("Common Shares") at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of $1.30 per Common Share (the "Conversion Price"). At any time after the date that is three years following the closing date, the Company may force the conversion of the principal amount of the Convertible
Debentures at the Conversion Price on not less than 30 days' notice if the daily volume weighted average trading price of the Common Shares is greater than $1.62 for any 20 consecutive trading days.
The Company paid to the Underwriters a cash commission equal to 4.5% of the gross proceeds raised under the Offering. The Company also issued to the Underwriters compensation options entitling the Underwriters to purchase 519,231 Common Shares (equal to 4.5% of the aggregate number of Common Shares issuable by the Company under the Convertible Debentures), at an exercise price of $1.30 per Common Share for a period of 24 months from the closing of the Offering.
The net proceeds from the Offering are expected to be used for debt repayment, working capital and general corporate requirements. All securities issued in connection with the Offering are subject to a hold period that will expire four months and one day from closing of the Offering.
In addition, subject to the Company fulfilling the listing requirements of the TSX Venture Exchange ("TSXV"), the TSXV has conditionally accepted the listing of the Convertible Debentures on the TSXV which is anticipated to commence on or about July 8, 2019, upon expiry of the four month hold period. For further details on the Offering, please refer to the Company's news release dated February 15, 2019.