NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, June 03, 2020 — Global Care Capital Inc. (CSE: HLTH, FRANKFURT: L6V1) (the “Company” or “Global Care”) a global investment company which engages in early stage investment opportunities in private and public companies, is pleased to announce that further to its press release of May 22, 2020, the Company has entered into a share purchase agreement (the “Agreement”) on June 2nd, 2020 to acquire 70% of the issued and outstanding common shares of High Standard Health Care Ltd. (“High Standard Health Care”), a portfolio company founded by Dan Kriznic at High Standard Capital Corp., in exchange for securities of Global Care, (the “Transaction”).
High Standard Health Care specializes in procuring personal protective equipment (“PPE”) including but not limited to respiratory masks, hand sanitizer, gowns, infrared thermometers and face shields and has been active in procurement during COVID-19 for hospitals, municipalities, long-term care facilities, fire departments and police departments. Recently High Standard Health Care was engaged to procure 2 million respiratory masks for a hospital in upstate New York due to the significant shortage and difficulty of securing PPE during the pandemic. This order was delivered late April 2020 and re-orders continue. High Standard Health Care works with trusted supply partners globally that provide favorable terms and real time shipments during a time where PPE is scarce and difficult to procure. During the first two months of operations High Standard Health Care generated approximately $4 million in purchase orders with a gross margin of approximately 40%.
In April 2020, High Standard Health Care received its Medical Device Establishment License from the Minister of Health of Canada allowing it to import Class 1 PPE into Canada.
From the period starting March 1st, 2020, when High Standard Health Care commenced operations until May 29th, 2020, High Standard Health Care reports having generated approximately CDN$ 3.75million in revenue and approximately CDN$ 1 million in net income before income taxes from the distribution of PPE products. The Company cautions revenue and net income numbers have not yet been audited and are based on reports generated by High Standard Health Care management.
High Standard Health Care has existing relationships with China based manufacturers who supply the PPE products. High Standard Health Care provides production orders to these manufacturers from time to time at which point the manufacturers will allocate production from their facilities to support these orders.
Terms of the Agreement
The material terms of the Agreement are as follows:
- In consideration for the Transaction, Global Care shall upon closing (the “Closing Date”), issue to the High Standard Health Care shareholders, in aggregate, 27,000,000 common shares of Global Care (the “Consideration Shares”) at a deemed price of $0.705 per Consideration Share and will issue to the High Standard Health Care shareholders, in aggregate, 3,000,000 common share purchase warrants (the “Consideration Warrants”).
- Each Consideration Warrant will permit the holder thereof to acquire one Global Care common share at a price equal to $0.375 until the date that is 12 months from the Closing Date.
- There will be no hold period for the Consideration Shares or the Consideration Warrants pursuant to applicable securities laws.
- In addition, Global Care will pay CDN$5,000,000 payable in cash on hand or common shares (“Performance Shares”) at the discretion of Global Care at the time a Milestone Target (as defined below) is met for every CDN$14,300,000 in gross revenue generated by High Standard Health Care effective upon High Standard Health Care reaching CDN$21,430,000 in revenue (“Milestone Targets”) up to a maximum of CDN$286,000,000 in gross revenue or 20 Milestone Targets on or before May 31st, 2025 for total value of up to CDN$100,000,000 if all Milestone Targets are achieved.
- Global Care may issue up to 26,500,000 Payment Shares in satisfaction of met Milestone Targets.
Pat Gray (“Gray”), CEO and director of High Standard Health Care will be granted 1,000,000 stock options in Global Care at an exercise price equivalent to the share price on the Closing Date expiring five years from the Closing Date and vesting immediately. Gray has founded and co-founded a number of companies including sCube, an e-licensing and e-discovery technology company, located in up-state New York that deals with many government organizations throughout the United States.
Alexander Somjen, CEO of Global Care, stated: “The COVID-19 pandemic has significantly impacted everyone’s lives and PPE such as respiratory masks are going to be required for many years to come. High Standard Health Care identified this need early and with speed and connections was able to penetrate the PPE market in a very short period of time.”
Gray, CEO of High Standard Health Care stated: “These are unprecedented times. Our ability to secure supply for organizations in need during this pandemic has been key to the success of the business. The partnership with Global Care will allow us to fund our orders quicker allowing for increased access to fill customer demand.”
In association with the arms-length transaction, there is no change in Management, or the Board of Directors of Global Care being contemplated at this time. No finder’s fees will be payable in association with the Transaction. The Company expects to close within ten days of announcing the transaction.
About High Standard Health Care
High Standard Health Care is a leading global PPE provider assisting front line workers during the global pandemic. To date the company has procured respiratory masks, gowns, hand sanitizer, infrared thermometers, and face shields. To date High Standard Health Care customers, include hospitals, municipalities, long-term care facilities, fire departments and police departments.
About Global Care
Global Care Capital is a global investment company which specializes in providing early stage financing to private and public companies. The Company engages in new, early stage investment opportunities in previously underdeveloped assets and obtaining positions in early stage investment opportunities that adequately reflect the risk profile.
GLOBAL CARE CAPITAL INC.:
Alex Somjen, President and CEO
The CSE does not accept responsibility for the adequacy or accuracy of this release.
The securities to be issued in connection with the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act“), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
All information contained in this news release with respect to High Standard Health Care was supplied by High Standard Health Care for inclusion herein, and Global Care’s directors and officers have relied on High Standard Health Care for such information.
Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.