H-Source Announces Maturity of First Tranche of Unsecured Convertible Debenture Financing
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, June 29, 2020 /CNW/ - H-Source Holdings Ltd. (TSX-V: HSI) (OTCQB: HSCHF) (the "Company" or "H-Source") announces that the first tranche of the non-brokered financing of unsecured convertible debentures ("Debentures") in the principal amount for the first tranche of US$736,680 (before original issuer discount equal to 10% of the Principal Amount (the "OID")) matured on June 10, 2020. The Debentures bear interest at a rate of 12% per annum. 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"), at a conversion price of US$0.06 per Share. The total amount of principal and interest on the first tranche of Debentures is US$825,082 which is convertible into 13,751,360 common shares in the capital of the Company. All securities issued in connection with the first tranche offering will be subject to a statutory hold period expiring on October 11, 2020.
The Debentures issued under the Company's second tranche of the non-brokered financing in the principal amount of US$1,695,394 (before OID), will mature on July 23, 2020 and bear interest at a rate of 12% per annum. The principal amount and any accrued and unpaid interest on the second tranche of Debentures are convertible into common shares in the capital of the Company, at a conversion price of US$0.06 per Share. The total amount of principal and interest on the second tranche of Debentures at maturity is US$1,898,841 which is convertible into 31,647,350 common shares in the capital of the Company. All securities issued in connection with the second tranche offering will be subject to a statutory hold period expiring on November 24, 2020.
Subscriptions by two insiders of the Company accounted for US$63,706 in principal amount (after OID) of the aggregate of the two tranches of Debentures. 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 was 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.
About H-Source Holdings Ltd.
H-Source Holdings Ltd. is a proprietary, patented technology company operating within the healthcare industry through its wholly-owned subsidiary, H-Source, Inc. The Company has developed an advanced technology solutions stack that provides participating members a private, secure, Software As A Service ("SAAS") platform to engage in the buy, sell, track, and transfer of medical supplies, pharmaceuticals, capital equipment, and medical devices. Integrating advanced Artificial Intelligence ("AI") and Business Intelligence ("BI") enhance the data analytics for supply chain optimization. The platform is FDA and DSCSA compliant for pharmaceuticals and GS-1 UDI/GTIN for devices including serialization, ownership, and custody in extended modules. Blockchain is offered as an add-on, at an additional cost, for robust security and traceability. Additionally, the H-Source platform provides all the accounting and data allowing buyers and sellers to capture product transactions and custody movements. This platform is designed to increase and maximize supply chain efficiency while reducing costs by moving products directly from manufacturers, providers, and distributors to businesses or consumers. 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.
