Health Logic Announces Proposed Shares for Debt Transaction

TSXV: CHIP.H

CALGARY, AB, Oct. 1, 2021 /CNW/ - Health Logic Interactive Inc. ("Health Logic" or the "Company") (TSXV: CHIP.H) (OTCPK: CHYPF), is pleased to announce it has entered into debt settlement agreements (the "Debt Settlement Agreements") with certain directors, officers and consultants of the Company (the "Parties") whereby it has agreed to convert an aggregate of $205,860.34 in payables (the "Payables") owed to the Parties related to expenses, loans and services rendered to the Company up to September 2021 into common shares in the capital of the Company (the "Settlement Shares"). The Company is proposing to issue the Settlement Shares in order to preserve cash to fund future operations. 

Pursuant to the terms of the Debt Settlement Agreements, the Company has agreed to issue an aggregate of 1,029,301 Settlement Shares at a deemed issuance price of $0.20 per Settlement Share in full and final satisfaction of the Payables owing to the Parties. By issuing the Settlement Shares, the Payables will be definitively extinguished.

The Settlement Shares will be issued in reliance on certain prospectus exemptions available under Canadian securities legislation and will be subject to a four month and one day hold period from the date of issuance. 

789,301 of the Settlement Shares are being issued to insiders of the Company (the "Insiders"). Pursuant to Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of the Payables will constitute a "related party transaction" as the Insiders are considered to be related parties to the Company. The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from, the Insiders will not exceed 25% of the Company's market capitalization. The settlement of the Payables has been approved by all of the directors of the Company.

Conversion of the Payables and issuance of the Settlement Shares is subject to the acceptance of the TSX Venture Exchange ("TSXV"). There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

About the Company

Health Logic Interactive, through its wholly owned operating subsidiary My Health Logic, is developing and commercializing consumer focused handheld point-of-care diagnostic devices that connect to patient's smartphones and digital continued care platforms. The Company plans to use its patent pending lab-on-chip technology to provide rapid results and facilitate the transfer of that data from the diagnostic device to the patient's smartphone. The Company expects this data collection will allow it to better assess patient risk profiles and provide better patient outcomes. Our mission is to empower people with the ability to get early detection anytime, anywhere with actionable digital management for chronic kidney disease. For more information visit us at: www.healthlogicinteractive.com

Further information regarding Health Logic Interactive Inc. and its disclosure documents are available on SEDAR at www.sedar.com.

Neither the 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.

Cautionary Notes

Certain statements contained in this press release constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, including, without limitation, those related to the completion of the shares for debt transaction, including the conversion of the Payables, issuance of the Settlement Shares, and acceptance by the TSXV, and the Company's strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company's Management's Discussion and Analysis for the year ended December 31, 2020. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

SOURCE Health Logic Interactive Inc.