NEWTOWN PA AND VANCOUVER, BRITISH COLUMBIA / ACCESSWIRE / June 13, 2014 - Helius Medical Technologies, Inc. ("Helius" or the "Company") is pleased to announce that further to its news releases dated May 30 and June 6, 2014, it has completed its plan of merger (the "Transaction") whereby the Company has acquired a 100% interest in Neurohabilitation Corporation ("Neuro"). The Company is also pleased to announce that it has received conditional approval to list its common shares on the Canadian Securities Exchange, subject to standard conditions of listing. The date for the commencement of trading of the Company's shares will be announced in a subsequent news release.
Pursuant to the Transaction, the Company's wholly-owned subsidiary was merged into Neuro and all of the common shares in the capital of Neuro were cancelled in consideration for the issuance of an aggregate of 35,300,083 common shares in the capital of the Company (each, a "Share") to the Neuro shareholders. Neuro is now a wholly-owned subsidiary of the Company.
In connection with the Transaction, the Company closed a private placement on May 30, 2014 (the "Private Placement") consisting of 15,240,000 subscription receipts at a price of $0.50 per subscription receipt for gross proceeds of $7,620,000, as announced in a previous news release dated May 30, 2014. Upon closing of the Transaction, each Subscription Receipt automatically converted, for no additional consideration, into one common share of Helius and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $1.00 for a period of two years from the date of closing of the Private Placement.
The Company: (i) paid aggregate cash amount of $412,200; and (ii) issued an aggregate of 824,400 warrants, each of which is exercisable to acquire one common share of the Company at a price of $1.00 per share until the date which is two years from the date of closing of the Price Placement to certain finders in connection with the completion of the Private Placement.
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 securities issued pursuant to the Private Placement, including 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of the 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 securities issued by the Company pursuant to the Private Placement are "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian Securities Administrators National Instrument 45-102.
For further information, please contact:
Phil Deschamps, President, CEO & Director
Helius Medical Technologies, Inc.
Telephone: 1-267-756-7028 ext. 1061
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 listing of the Company's shares on the Canadian Securities Exchange, the Transaction and 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 of the Canadian Securities Exchange 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 listing on the Canadian Securities Exchange 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.