VANCOUVER, BRITISH COLUMBIA / ACCESSWIRE / May 30, 2014 - Helius Medical Technologies, Inc. ("Helius" or the "Company") is pleased to announce that it has closed its private placement (the "Private Placement"). The Private Placement consisted of 15,240,000 subscription receipts at a price of $0.50 per subscription receipt for gross proceeds of $7,620,000. The Private Placement was completed in connection with the Company's proposed acquisition of Neurohabilitation Corp. ("Neuro"), a Delaware based company. The Private Placement meets the Company's financing condition to raise minimum gross proceeds of $6,900,000 on or before May 30, 2014, under its letter agreement with Neuro, pursuant to which Helius will, among other things, acquire all of the issued and outstanding securities of Neuro (the "Transaction").
The proceeds from the Private Placement are currently held in escrow subject to the satisfaction or waiver of all conditions precedent to the Transaction. Upon satisfaction or waiver of the conditions precedent to the Transaction, the escrowed proceeds will be released to the Company and each subscription receipt will be automatically converted into one unit (each a "Unit") for no additional consideration. Each Unit will consist of one common share of Helius (each a "Share") and one-half of one share purchase warrant (each a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional Share at a price of $1.00 for a period of two years from the closing of the Private Placement.
The proceeds from the Private Placement are expected to be utilized, among other things, to develop Neuro's industry-leading technologies.
All securities issued pursuant to the Private Placement will be subject to a hold period expiring on October 1, 2014, in accordance with applicable Canadian securities laws. In addition, The Subscription Receipts and the underlying securities, which include common shares, warrants and the common shares issuable upon exercise of the warrants, have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Subscription Receipts or the underlying securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of the Subscription Receipts and any underlying securities to be made in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. The Subscription Receipts and any underlying securities to be issued by the Company will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian Securities Administrators National Instrument 45-102.
Upon completion of the Transaction, Helius has agreed to pay compensation to certain finders in connection with the private placement as follows (i) aggregate cash commissions of $457,200 representing 6% of the gross proceeds received by Helius from the sale of subscription receipts to purchasers introduced to Helius by the finders in the Private Placement, and (ii) share purchase warrants, having the same attributes as the Warrants, for the purchase of an aggregate of 914,400 Shares representing 6% of the number of subscription receipts sold to purchasers introduced to Helius by the finders in the Private Placement.
The completion of the Transaction is subject to a number of additional conditions, including, but not limited to, the entering into of a definitive agreement, the Company obtaining conditional approval for the listing of its common shares on the Canadian Securities Exchange and other standard conditions of closing. There can be no assurance that the Transaction will be completed as proposed, or at all, and trading in the Company's securities should be considered highly speculative. In the event that the Transaction is not completed the escrowed subscription proceeds from the Private Placement will be returned to subscribers.
The Company is also please to announce that, subject to applicable regulatory approvals, effective May 28, 2014 the Company has continued from being a corporation governed by the Business Corporations Act (British Columbia) to a corporation governed by the Wyoming Business Corporation Act
For further information, please contact:
Marco Babini, Director
Helius Medical Technologies, Inc.
CAUTIONARY DISCLAIMER STATEMENT: The Company is a reporting issuer in the provinces of British Columbia and Alberta and not listed on any stock exchange. No stock exchange nor any regulation services provider accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains forward-looking statements relating to the completion of the proposed Transaction, the release of escrowed proceeds, the use of proceeds from the Private Placement and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Transaction and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.