Skylight Health Announces $12 Million Bought Deal Offering of Common Shares
Skylight Health Group Inc (CSE: SHG) (OTCQX: SHGFF) (“Skylight” or the “Company“) is pleased to announce that it has entered into an agreement with Echelon Capital Markets (“Echelon“), pursuant to which Echelon has agreed to purchase, on a bought deal basis, 12,000,000 common shares (each a “Common Share“, collectively the “Common Shares“) of the Company at a price of $1.00 per Common Share (the “Issue Price“) for gross proceeds of approximately $12 million (the “Offering“).
The Offering will be conducted by Echelon Capital Markets as sole bookrunner and co-lead underwriter, Beacon Securities and PI Financial as co-lead underwriters, together with a syndicate of underwriters (collectively, the “Underwriters“). The Company has granted the Underwriters an option to purchase up to an additional 15% of the Common Shares sold under the Offering, at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares as determined by the Underwriters upon written notice to the Company at any time up to 30 days following the closing date of the Offering (the “Over-Allotment Option“).
Skylight intends to use the proceeds of the Offering for strategic M&A activities and general corporate purposes.
In connection with the Offering the Underwriters will receive: (i) a cash fee equal to 6.0% of the gross proceeds of the Offering (including Common Shares sold pursuant to the exercise of the over-allotment option), subject to a 2.0% cash commission being payable on sales to members of the president’s list (the “Presidents List Sales“); and (ii) that number of broker warrants equal to 6.0% of the Common Shares sold under the Offering (including Common Shares sold pursuant to the exercise of the over-allotment option), reduced to 4.0% in the case of the President’s List Sales, each entitling the holder to acquire one Common Share for a period 24 months following the Closing at the Issue Price.
The Offering will be completed (i) by way of a short form prospectus to be filed in Alberta, British Columbia, Manitoba and Ontario , (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Offering is expected to close on or about December 30, 2020, or such other date as the Company and Echelon may agree, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.
