Vancouver, British Columbia--(Newsfile Corp. - February 10, 2025) - 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 it has entered into an agreement with Beacon Securities Limited (the "Agent") acting as the sole agent, who has agreed to sell, on a commercially reasonable best efforts private placement basis, up to 2,581,000 units of the Company (each, a "Unit") at a price of $1.55 per Unit (the "Offering Price") for aggregate gross proceeds of up to $4,000,550 (the "Offering"). The Units will be issued under the listed issuer financing exemption (the "Listed Issuer Financing Exemption") pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106").
Each Unit will consist 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. Each Warrant will entitle 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 (as defined herein).
In addition, the Company has granted the Agent an option (the "Agent's Option") to arrange for the purchase and sale of up to an additional 3,710,000 Units at the Offering Price, exercisable in whole or in part, by the Agent giving notice to the Company at any time until 48 hours prior to the closing of the Offering.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered for sale to purchasers resident in each of the provinces of Canada, except Québec, pursuant to the Listed Issuer Financing Exemption, and in other qualifying jurisdictions. Subject to the rules and policies of the TSX Venture Exchange, the securities issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.hydreight.com. Prospective investors should read the Offering Document before making an investment decision.
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 more specifically described in the Offering Document.
The Offering is expected to close on or about February 26, 2025 or such other date as may be determined by the Company and the Agent (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act, or any U.S. 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 U.S. 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. 'United States' and 'U.S. person' 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made and information contained in this news release, including statements regarding the terms, amounts, timing, closing and use of proceeds raised under the Offering and receipt of all required approvals relating to 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 timing of the closing of the Offering and the intended use of net proceeds raised 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 the amounts expected to be raised, the timeline of certain events in respect thereof, including the applicable exemptions, satisfaction of closing conditions, the receipt of TSX Venture Exchange approvals in respect of the Offering, sufficiency of proceeds, 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.
For further information, please contact:
Shane Madden
Director and Chief Executive Officer
Hydreight Technologies Inc.
Email: ir@hydreight.com
Phone: (480) 790 6886
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