Nova Leap Enters Definitive Agreement to Purchase Vermont and New Hampshire Home Care Business Assets
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
HALIFAX, September 11, 2017– NOVA LEAP HEALTH CORP. (TSXV: NLH) (“Nova Leap” or the “Company”), is pleased to announce that it has entered into a definitive asset purchase agreement (“the Transaction”) with AME, LLC d/b/a Armistead Senior Care and its shareholders (collectively “Armistead”) dated September 8, 2017 (the “Definitive Agreement”) to purchase substantially all of the business assets of Armistead, which has locations in South Burlington, Vermont and Lebanon, New Hampshire, USA (“the Acquisition”). The Acquisition is subject to the completion of due diligence, financing, approval of the home care service provider license revision by the state of New Hampshire and TSX Venture Exchange approval. The Transaction is expected to close in October, 2017.
“We are very pleased to be partnering with the team at Armistead. They share our vision and commitment to ongoing training of employees and of service to people in their homes”, noted Chris Dobbin President and CEO of Nova Leap. “The acquisition further expands our footprint into New England and allows us to enter two markets we had previously identified as growth opportunities. We intend on opening up to six new locations within Vermont and New Hampshire in 2018.”
Under the terms of the Definitive Agreement, substantially all of the business assets of Armistead will be purchased by an existing Nova Leap subsidiary, Nova Leap Health NH, LLC (“the Nova Leap Subsidiary”), for a total purchase price of US$1.0 million. The purchase is expected to be funded by a combination of US$600,000 cash and US$400,000 Nova Leap shares at 20¢ per share. The Nova Leap shares are subject to a one (1) one year hold period from the date of closing. Upon closing of the Acquisition, the Nova Leap Subsidiary will continue to carry on business as Armistead Senior Care. Nova Leap’s existing operation in Littleton, New Hampshire, Northern Family Home Care, will be rebranded as Armistead.
The Acquisition is an arm’s length transaction which is expected to constitute an Expedited Acquisition pursuant to TSX Venture Exchange Policy 5.3 – Acquisitions and Disposition of Non-Cash Assets.
Armistead operates as a private duty home care agency offering non-medical services for families in Vermont and New Hampshire. Armistead’s principal place of business is 1 Kennedy Drive, Lower Level 1 – 2, South Burlington, VT 05403 and it also has a branch office located at 127 Mascoma Street, Suite 1, Lebanon, NH 03766. Revenues of Armistead for the years ended 2016 and 2015 were US$2.120 million (unaudited) and US$1.848 (unaudited), respectively.
Concurrent with the Acquisition, Nova Leap will undertake a non-brokered private placement to raise up to $1.0 million by the sale of units of the Company at a price of $0.20 per unit. Each unit is comprised of one common share of the Company and a one-half common share purchase warrant. Two half-warrants entitle the holder to acquire one common share of the Company for $0.35 for a period of 24 months from the closing date of this private placement. The common shares and warrants are subject to a 4 month hold period. Insiders of Nova Leap may participate in the private placement.
In connection with the offering, a finder’s fee may be paid consisting of a cash payment equal to up to 6% of the proceeds raised from this private placement and that number of non-transferable finder’s fee warrants as is equal to up to 6% of the number of common shares issued pursuant to this private placement at closing. Each finder’s fee warrant will be exercisable into one common share of the Company at $0.35 per share for a period of 24 months from the closing date. The proceeds from the private placement will be used to fund the Acquisition and for Acquisition related costs.
The private placement is subject to TSX Venture Exchange and other required regulatory approval.
Appointment of Director
Nova Leap is pleased to announce the appointment of Wayne Myles to the Board of Directors. The appointment is effective September 8, 2017 and expands the Board to four directors, three of whom are independent.
“Wayne is an excellent complement to our existing Board. In addition to being an accomplished lawyer with many professional accolades, Wayne is an active investor and entrepreneur. Wayne brings demonstrated and relevant health care industry experience through his over 25 years of volunteer work with Victorian Order of Nurses both at a provincial and national level. We believe Wayne’s combined experience will further support our strategy to deliver value to our stakeholders through good governance, operational excellence and continued growth,” commented Dana Hatfield, Chairman of the Board of Directors of Nova Leap.
FORWARD LOOKING INFORMATION:
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
For further information:
Christopher Dobbin, CPA, CA, Director, President and CEO Nova Leap Health Corp., T: 902 401 9480 F: 902 482 5177 firstname.lastname@example.org
John Boidman, Vice President Renmark Financial Communications Inc. T: 416 644-2020 or 514 939-3989 email@example.com
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.