/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, July 24,
2019 /CNW/ - H-Source Holdings
Ltd. (TSX-V: HIS; OTCQB:
HSCHF) (the "Company" or
"H-Source") announces, further to its news release of
May 10, 2019, that the Company closed
the second tranche of the non-brokered financing of
unsecured convertible debentures ("Debentures") in
the principal amount for the second and final tranche of
US$2,432,073.73 (before OID as
defined below) (the "2nd Tranche Offering" and,
together with the first tranche of the Offering completed and
announced by the Company on June 10,
2019, the "Offering"). The Company raised an
aggregate US$2,188,866.35 (after OID
as defined below) under the Offering.
The Debentures issued under the Tranche 2 Offering will mature
on July 23, 2020 (the "Maturity
Date") that is twelve months from the date of issuance on
July 23, 2019 (the "Issue
Date") and bear interest at a rate of 12% per annum, calculated
and payable on the earlier of (i) the Maturity Date or (ii) at the
election of the holder and will have an original issuer discount
equal to 10% of the Principal Amount (the "OID").
The principal amount and any accrued and unpaid interest on the
Debentures are convertible into common shares in the capital of the
Company (the "Shares"), in whole or in part, at any time
following the Issue Date but on or before the Maturity Date at a
conversion price of US$0.06 per
Share.
The Company has also issued warrants to purchase an aggregate
1,702,500 Shares (the "Finder Warrants") and paid a cash fee
of US$91,935 representing 7.5% of the
Shares sold by certain finders under the Offering. Each
Finder Warrant is exercisable to purchase one Share at US$0.06 expiring 5 years from the Warrant
issuance date.
All securities issued in connection with the 2nd
Tranche Offering will be subject to a statutory hold period
expiring on November 24, 2019.
The net proceeds from the Offering will be used by the Company for
general corporate purposes.
Subscriptions by two insiders of the Company accounted for
US$63,706 in principal amount (after
OID) of the gross proceeds of the Offering. Such
participation constituted a "related party transaction" within
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
issuance to the insiders is exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as the fair
market value of the Debentures issued and the Shares issuable upon
conversion of the Debentures to, or the consideration paid by such
persons, did not exceed 25% of the Company's market
capitalization.
"The additional capital allows us to implement our plan
supporting increased sales on the platform and enhance client
engagement with several new product and service opportunities
through our technology in Q3 and Q4 of 2019, commented Mr.
John Kupice, CEO and Director of
H-Source. "We will release new features on our software
platform enabling new health care opportunities."
This Offering is subject to the receipt of all necessary
approvals, including the final approval of the TSX Venture
Exchange.
About H-Source Holdings Ltd.
H-Source Holdings Ltd. is a technology company operating within
the healthcare industry through its wholly owned subsidiary,
H-Source, Inc. The Company has developed a transaction platform
that provides a private, secure and trusted marketplace for member
hospitals to buy, sell and transfer excess inventory supplies and
capital equipment with each other. Member hospitals can conduct
secure transactions within Integrated Delivery Networks, complete
H-Source network or customize their own group hospitals using
H-Source's built-in filters. This marketplace network is
specifically designed to reduce health care costs and medical
product waste. For more information, please visit
http://h-source.com/
On behalf of the board of directors of H-Source Holdings
Ltd.
"John
Kupice"
John Kupice
CEO and Director
CAUTIONARY DISCLAIMER STATEMENT:
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Information set forth in this news release contains
forward-looking information and statements that are based on
assumptions as of the date of this news release. These statements
reflect management's current estimates, beliefs, intentions and
expectations. They are not guarantees of future performance. The
terms and phrases "goal", "commitment", "guidance", "expects",
"would", "will", "continuing", "drive", "believes", "indicate",
"look forward", "grow", "outlook", "forecasts", "intend", and
similar terms and phrases are intended to identify these
forward-looking statements, including but not limited to statements
regarding the Offering, receipt of all regulatory approvals related
to the Offering and the use of proceeds thereof. The Company
cautions that all forward looking information and statements are
inherently uncertain and that actual performance may be affected by
a number of material factors, many of which are beyond the
Company's control. Such factors include, among other things: risks
and uncertainties relating to the Company's ability to receive all
necessary regulatory approvals for the Offering. Accordingly,
actual and future events, conditions and results may differ
materially from the estimates, beliefs, intentions and expectations
expressed or implied in the forward looking information. Except as
required under applicable securities legislation, the Company
undertakes no obligation to publicly update or revise
forward-looking information.
This news release does not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Debentures and the
Shares which may be issued on exercise thereof have not been and
will not be 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 an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.
SOURCE H-Source Holdings Ltd.