HALIFAX, April 21, 2017 / TheNewswire / 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 with All About Home Care, LLC (“AAHC”) dated April 20, 2017 (the "Definitive Agreement") to purchase substantially all of the business assets of AAHC located in Rhode Island, USA (“the Acquisition”).  The Acquisition is subject to financing, approval of the home health care license transfer by the state of Rhode Island and TSX Venture Exchange approval.

 

“We are pleased to be moving forward with our business strategy of acquiring market-leading home care companies through the acquisition of the AAHC business, our second acquisition in New England.   We are excited to work with AAHC’s existing staff and management team.  The work that they do is extremely important and we are committed to supporting them in providing services to the people of Rhode Island.”, noted Chris Dobbin President and CEO.

 

The Transaction

Under the terms of the Definitive Agreement, substantially all of the business assets of AAHC will be purchased by a Nova Leap subsidiary, Nova Leap Health RI, LLC (“the Nova Leap Subsidiary”), for a total purchase price of US$1.2 million.  The purchase is expected to be funded by a combination of cash and debt.  Upon closing of the Acquisition, the Nova Leap Subsidiary will continue to carry on business as All About Home Care.

 

The Acquisition is an arm’s length transaction which is expected to constitute a Fundamental Acquisition pursuant to TSX Venture Exchange Policy 5.3 – Acquisitions and Disposition of Non-Cash Assets.  

 

Nova Leap's shares have been halted from trading as a result of the announcement of the Acquisition.  Nova Leap expects that trading in its common shares will resume trading upon acceptance by the TSX Venture Exchange.

    

About AAHC

AAHC operates as a private duty home health care agency offering both skilled nursing and non-medical services for families in Rhode Island.  AAHC’s registered office and principal place of business is 438 East Main Road, Middletown, Rhode Island 02842.  Revenues for year ended 2016 and 2015 were US$2.091 million (audited) and US$2.057 (unaudited) respectively.

  

Private Placement

Concurrent with the Acquisition, Nova Leap will undertake a non-brokered private placement to raise up to $1 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 partially fund the Acquisition and for general working capital purposes.

The private placement is subject to TSX Venture Exchange and other required regulatory approval.

 

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 cdobbin@novaleaphealth.com

John Boidman, Vice President Renmark Financial Communications Inc. T: 416 644-2020 or 514 939-3989 jboidman@renmarkfinancial.com

 

CAUTIONARY STATEMENT:

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.

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