MCI Onehealth Announces Related Party Loan
TORONTO, July 05, 2022 (GLOBE NEWSWIRE) — MCI Onehealth Technologies Inc. (“MCI” or the “Company”) (TSX: DRDR), a clinician-led healthcare technology company focused on increasing access to and quality of healthcare, has entered into a loan agreement (the “Loan Agreement”) to borrow up to $5,000,000 by way of a secured loan (the “Loan”) from The First Canadian Wellness Co. Inc. (the “Lender”).
Amounts may be advanced during the term of the Loan in such amounts and at such times as agreed to by the Lender and the Company, up to the maximum amount of the Loan. The Company may pay the Lender a commitment fee of up to $100,000 in respect of the Loan.
MCI intends to use the proceeds of the Loan to fund its ongoing operations and for general and administrative expenses, subject to any specific use of proceeds agreed with the Lender in respect of each advance.
The Loan bears interest at a rate of prime plus 9% per annum. The Loan is repayable on the earlier of December 31, 2023, the date that there is a change of control of the Company or any refinancing by the Company. The Company may prepay the Loan, in whole or in part, at any time without penalty. Each of the Company’s material subsidiaries has provided a guarantee in favour of the Lender with respect to amounts advanced under the Loan. Pursuant to the Loan Agreement, the Company and its material subsidiaries have entered into a general security agreement in favour of the Lender and amounts advanced under the Loan are secured against substantially all of the property and undertaking of the Company and such subsidiaries.
Dr. George Christodoulou and Dr. Sven Grail, directors, co-chairs and control persons of MCI, control the Lender. Accordingly, the Loan constitutes a related party transaction under the Toronto Stock Exchange Company Manual (the “Company Manual”) and under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to the Company Manual, the Loan was unanimously approved by the Board with Dr. Christodoulou and Dr. Grail abstaining from voting to approve the Loan in their capacities as directors of MCI. MCI is exempt from the formal valuation requirement under MI 61-101 as the fair market value of the consideration for the Loan does not exceed more than 25% of the market capitalization of MCI as of the date of the Loan Agreement. MCI is also exempt from the minority approval requirement under MI 61-101 on the forgoing basis and because the Loan is not convertible into or repayable in securities of MCI and has been obtained on reasonable commercial terms that are not less advantageous to MCI than if the Loan were obtained from an arm’s length party.
MCI did not file a material change report more than twenty-one (21) days before the expected closing date of the Loan, as the details of the Loan and Loan Agreement were not finalized until immediately prior to the closing and MCI wished to close the transaction as soon as practicable so that MCI could begin using and benefiting from the Loan as soon as possible.
MCI is a healthcare technology company focused on empowering patients and doctors with advanced technologies to increase access, improve quality, and reduce healthcare costs. As part of the healthcare community for over 30 years, MCI operates one of Canada’s leading primary care networks with nearly 260 physicians and specialists, serves more than one million patients annually and had nearly 300,000 telehealth visits last year, including online visits via mciconnect.ca. MCI additionally offers an expanding suite of occupational health service offerings that support a growing list of nearly 600 corporate customers. Led by a proven management team of doctors and experienced executives, MCI remains focused on executing a strategy centered around acquiring technology and health services that complement the Company’s current roadmap. For more information, visit mcionehealth.com.
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This press release contains forward-looking information and forward-looking statements (together, “forward-looking statements”) within the meaning of applicable securities legislation, which reflect MCI’s current expectations regarding future events, including statements relating to the Loan. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of words or phrases such as “may”, “could”, “would”, “might” or “will”. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond MCI’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include execution risk, market risk, industry risk, the impact of general economic conditions and competition from other industry participants and stock market volatility, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking statements and other factors discussed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 2021 which is available under the Company’s profile on SEDAR at www.sedar.com. All forward-looking statements made in this press release are made as of the date hereof and MCI does not undertake any obligation to update such forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
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