Dr. George Christodoulou reports
MCI ONEHEALTH ANNOUNCES AMENDMENT OF CREDIT FACILITY
MCI Onehealth Technologies Inc. and The First Canadian Wellness Co. Inc. have amended and restated the loan agreement dated June 30, 2022.
Pursuant to the A&R agreement, the amount available to the company under the original agreement has been increased from $5-million to $7-million. Consistent with the original agreement, the loan will bear interest at a rate of prime plus 9 per cent per annum.
The loan is repayable on the earlier of Dec. 31, 2023, the date that there is a change of control of the company or any refinancing by the company. The company may prepay the loan, in whole or in part, at any time without penalty. Each of the company's material subsidiaries has provided a guarantee in favour of the lender with respect to amounts advanced under the loan. Pursuant to the A&R agreement, the company and its material subsidiaries have provided security in favour of the lender and amounts advanced under the loan are secured against substantially all of the property and undertaking of the company and such subsidiaries. In connection with the amendment of the A&R agreement, the company is required to pay a fee of $40,000.
MCI intends to use the proceeds available under the loan to finance its continuing operations, and for general and administrative expenses, subject to any specific use of proceeds agreed with the lender in respect of each advance. Pursuant to the terms of the A&R agreement, the lender will have the right to refuse any requested drawdown at its sole discretion, acting reasonably, if it does not approve of the intended use of any requested funds.
Dr. George Christodoulou and Dr. Sven Grail, directors, co-chairs and control persons of MCI, control the lender. Accordingly, the LOI (letter of intent) constitutes a related party transaction under the Toronto Stock Exchange Company Manual and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Pursuant to the company manual, the A&R agreement was unanimously approved by the board, with Dr. Christodoulou and Dr. Grail abstaining from voting to approve the A&R agreement in their capacities as directors of MCI. MCI is exempt from the formal valuation requirement under MI 61-101 as the fair market value of the consideration for the loan does not exceed more than 25 per cent of the market capitalization of MCI as of the date of the A&R agreement. MCI is also exempt from the minority approval requirement under MI 61-101 on the forgoing basis.
About MCI Onehealth Technologies Inc.
MCI is a health care technology company focused on empowering patients and doctors with advanced technologies to increase access, improve quality and reduce health care costs. As part of the health care community for over 30 years, MCI operates one of Canada's leading primary care networks with approximately 280 physicians and specialists, serves more than one million patients annually and had nearly 300,000 telehealth visits in the previous year, including on-line visits. MCI additionally offers an expanding suite of occupational health service offerings that support a growing list of nearly 600 corporate customers. MCI provides data insights as a service in six categories: rare disease, complex major medical/chronic, patient cohort building, clinical trial recruitment, synthetic health data and bespoke insights. Led by a proven management team of doctors and experienced executives, MCI remains focused on executing a strategy centred around acquiring technology and health services that complement the company's current road map.
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