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TORONTO, ON / ACCESSWIRE / October 4, 2024 / Justera Health Ltd. (CSE:VTAL)(OTC PINK:SCRSF) ( " Justera "or the" Company " ) is pleased to announce that it will enter into debt settlement agreement to settle an outstanding debt in the amount of approximately C$355,570 (the " Debt ") owing to a certain non-arm's-length creditor of the Company, by issuing 7,111,400 Units (the " Units ") at a deemed price of C$0.05 per Unit. Each Unit consists of one Common share and one Share Purchase Warrant exercisable at $0.05 per share for an additional Common share of the Company, for a period of 5 years (the " Debt Transaction "). The warrants will be subject to an acceleration clause whereby should the Company's shares trade on the CSE at or above $0.10 per share for a period of 5 consecutive trading days, a forced exercise provision will come into effect. The Board of Directors has determined that it is in the best interests of the Company to settle the outstanding Debt by the issuance of the Units in order to preserve the Company's cash for ongoing operations.
The Company intends to close the Debt Transaction under the policies of the Canadian Securities Exchange, the Debt Settlement cannot close prior to five business days from the date of this announcement. The Common Shares and the Warrants to be issued pursuant to the Debt Transaction will be subject to a hold period of four (4) months and one (1) day from the date of issuance.
As certain directors of the Company (the " Related Parties ") are insiders of the creditor, the Debt settled pursuant to the Shares-for-Debt Transaction, it is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). All of the independent directors of the Company, acting in good faith, considered the Shares-For-Debt Transaction and have determined that the fair market value of the Common Shares being issued to Related Parties and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101.
About Justera Health
Established in 2020, Justera is a Canadian company focused on health and wellness. Through its services, innovative products, strategic partnerships, Justera empowers individuals to prioritize their well-being. With four subsidiaries, it offers personalized healthcare services and solutions, such as IV Vitamin Therapy, premium nutritional supplements through its Naturevan Nutrition brand, a full 360-degree wellness and spa experience through Juillet Wellness that provides registered massage therapy, acupuncture, and new retail stores in Vancouver. Justera's mission is to enhance Canadians overall well-being with diverse solutions catering to individual needs.
For additional information on Justera Health and other corporate information, please visit the Company's website at https://www.justerahealth.com/.
For more information about the Company, please refer to the Company's profile on SEDAR+ at www.sedarplus.com.
For further information:
Investor Relations & Communications
Paul Haber, CFO
Tel: (416) 318-6501
Email: info@justerahealth.com
Forward-Looking Statements:
Certain information in this news release may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates, and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in the public documents of the Company available at www.sedar+.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Justera Health Ltd.
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