Carebook Technologies Inc. entered into a non-binding letter of intent to acquire Pike Mountain Minerals Inc. (CNSX:PIKE.X) for CAD 27.7 million in a reverse merger transaction.
June 25, 2020
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Carebook Technologies Inc. entered into a non-binding letter of intent to acquire Pike Mountain Minerals Inc. (CNSX:PIKE.X) for CAD 27.7 million in a reverse merger transaction on June 26, 2020. Carebook Technologies Inc. signed a business combination agreement to acquire Pike Mountain Minerals Inc. in a reverse merger transaction on August 7, 2020. Upon completion of the transaction, it is anticipated that shareholders of the private company (including participants in the offering) would hold approximately 96.2% of the resulting issuer's outstanding shares and existing shareholders of Pike would hold approximately 3.8% of the resulting issuer's outstanding shares, both on a fully diluted basis. Upon completion, Pike Mountain's shareholders will hold 4.2% stake, former Carebook shareholders will hold 72.3% stake and investors in the private placements will hold 23.5% stake in resulting issuer.
The resulting issuer's shares will be delisted from the Canadian Securities Exchange and listed on the TSX Venture Exchange under the proposed symbol CRBK and a new issuer name of Carebook Technologies Inc, or such other name as determined by Carebook will be assumed. Prior to the closing of the transaction, it is anticipated that the private company will complete a private placement offering of subscription receipts and Pike Mountain Minerals will consolidate its common shares at a ratio to be determined. Pike Mountain will consolidate all of its issued and outstanding common shares based on a ratio of approximately one post-consolidation Pike Common Share for every 13.187 pre-consolidation Pike Common Shares. Concurrent with the completion of the transaction, it is expected that all directors and officers of Pike will resign and be replaced by Carebook nominees. Sheldon Elman, Executive Chairman of Carebook will join as Executive Chairman and Director of combined entity, Pascale Audette Chief Executive Officer of Carebook will join as Chief Executive Officer, Jeffrey Kadanoff as Interim Chief Financial Officer, Josh Blair as Vice Chairman and Director, Philippe Couillard, Anne-Marie Boucher and Stuart M. Elman as directors.
The transaction is subject to subject to entering into a definitive agreement, transaction will be conditional upon the resulting issuer obtaining a listing of its common shares on the TSX Venture Exchange, approval of shareholder of Pike, TSX-V and/or Canadian Securities Exchange acceptance, Pike shall have cash on hand of not less than CAD 0.4 million (net of expenses relating to the completion of the transaction incurred by Pike) and other customary conditions, subject to satisfactory tax, corporate and securities law advice on the part of both Pike and Carebook. The transaction is subject to unanimous approval by the Board of Pike Mountains, the private placement offering shall have been completed and all of the current directors and officers of Pike Mountain shall have resigned. As of September 14, 2020, the shareholders of Pike approved the transaction and as on September 22, 2020; Carebook received conditional approval from the TSX Venture Exchange for the listing of common shares of the issuer resulting from the proposed transaction. Carebook has secured an additional private placement financing of CAD 2.67 million; the additional private placement together with additional private placement financing will bring the total aggregate proceeds raised in connection with the transaction to CAD 21 million. The transaction is expected to be completed on or about October 1, 2020. Robert Carelli of Stikeman Elliott LLP acted as legal advisor to Carebook.
Carebook Technologies Inc. is a Canada-based company. The principal activities of the Company consist of the development and commercialization of complete end-to-end digital health platforms that feature assessments, reporting, and targeted solutions offered through an array of selected partners and resellers, or directly to its primary end customers, which are employers across a variety of industries and pharmacies. The Carebook platforms connect about 3.5 million members to a host of healthcare solutions and providers. It offers pharmacy retailers an all-in-one customer-facing digital platform that brings together medication management, the ability for individuals, families, and caregivers to manage their health information in one spot, health assessments, as well as receive recommendations based on their results to help reduce the risk of chronic diseases, including access to health professional services. Wellness Checkpoint Solution and CoreHealth Solution are its products.
Carebook Technologies Inc. entered into a non-binding letter of intent to acquire Pike Mountain Minerals Inc. (CNSX: PIKE.X) for CAD 27.7 million in a reverse merger transaction.