NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Feb. 26, 2025 (GLOBE NEWSWIRE) -- Hydreight Technologies Inc. (TSXV: NURS) ("Hydreight" or the "Company"), a North American, fully integrated, mobile clinical network of nurses, doctors, and pharmacy distribution, is pleased to announce that, further to the news releases of the Company dated February 10, 2025, and February 18, 2025, it has closed its previously announced commercially reasonable “best efforts” private placement with Beacon Securities Limited (the "Agent") acting as the sole agent. The Company issued 3,492,300 units of the Company (each, a "Unit") at a price of $1.55 per Unit for aggregate gross proceeds of $5,413,065 (the “Offering”). The Offering was conducted pursuant to an agency agreement dated February 26, 2025, between the Company and the Agent (the “Agency Agreement”).
Shane Madden, the Chief Executive Officer of the Company, commented that "the Company greatly appreciates the support of the market and is extremely happy to see such strong institutional investor demand in the Offering, which has exceeded managements’ initial expectations. We continue to focus on the Company's growth and profitability."
The terms of the Offering consisted of the sale of up to 2,581,000 Units, subject to an option of the Agent to increase the number of offered Units by up to an additional 3,710,000 Units (the “Agent’s Option”). The Agent’s Option was exercised for a total of 911,300 additional Units. The Units were issued pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106").
Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant") of the Company. The Warrants were issued pursuant to a warrant indenture dated February 26, 2025, between the Company and Odyssey Trust Company as warrant agent and each Warrant entitles the holder thereof to acquire one common share of the Company (each, a "Warrant Share") at a price of $2.00 per Warrant Share for a period of 36 months from the closing date of the Offering.
As consideration for acting as agent, the Agent received (i) a cash commission of $257,823.90, (ii) a corporate finance fee of $70,297.50, and (iii) 209,538 non-transferable compensation options (the “Compensation Options”), exercisable for a period of 24 months following the Closing Date to acquire, in aggregate, that number of common shares in the capital of the Company (the “Compensation Option Shares”) at an exercise price equal to $1.55 per Compensation Option Share.
The securities issued under the Listed Issuer Financing Exemption, including the Unit Shares and any Warrant Shares, are not subject to a hold period pursuant to applicable Canadian securities laws.
The Company intends to use the net proceeds raised from the Offering to support sales growth and for working capital and general corporate purposes as further described in the Company’s offering document under the Listed Issuer Financing Exemption dated February 10, 2025.
The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or any persons within the United States absent registration or available exemptions from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The definitions of the terms “United States” and “U.S. person” used herein are as defined in Regulation S under the U.S. Securities Act.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Hydreight Technologies Inc.
Hydreight Technologies Inc. is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2500 nurses, over 100 doctors and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking, and managing patient data, which enables licensed healthcare professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians, and other licensed healthcare professionals. The Hydreight platform allows healthcare professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S. certified e-script and telemedicine provider network.
Certain statements made and information contained in this news release, including statements regarding the use of proceeds raised under the Offering, is “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward-looking statements, including but not limited to the intended use of the net proceedsraised from the Offering, are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, with respect to the Offering and the issuance of the Units, including conditions of financial markets, economic conditions including any governmental regulations with respect thereto including tariffs, protective governmental regulations, consumer responses to such actions and other related effects, management’s discretion with respect to the use of proceeds and the use of the available funds following completion of the Offering, including the timing and cost of planned corporate projects and developments and the use of funds in connection therewith, and the other risk factors described in our securities filings available at www.sedarplus.ca.Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company.
Although the Company believes that the assumptions and factors used in preparing these forward- looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements and no assurance can be given that such events will occur in the disclosed times frames or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are therefore cautioned not to place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
Forfurtherinformation,pleasecontact:
Shane Madden DirectorandChiefExecutiveOfficer Hydreight Technologies Inc.
