Justera Health Announces Closing of Debt Settlement Agreement

Rhea-AI Summary

Justera Health (CSE:VTAL)(OTC PINK:SCRSF) has closed a previously announced debt settlement agreement. The company settled a $355,570 debt owed to a non-arm's-length creditor by issuing 7,111,400 Units at a deemed price of C$0.05 per Unit. Each Unit comprises one Common share and one Share Purchase Warrant, exercisable at $0.05 per share for an additional Common share, valid for 5 years. The warrants include an acceleration clause for forced exercise if the company's shares trade at or above $0.10 for 5 consecutive trading days on the CSE. The issued securities will be subject to a four-month and one-day hold period from the date of issuance.

Positive

• Debt reduction of $355,570 through shares-for-debt settlement
• Issuance of 7,111,400 Units at C$0.05 per Unit, potentially improving liquidity
• Warrants included in the Units provide potential for future capital influx

Negative

• Dilution of existing shareholders' ownership due to issuance of new shares
• Debt settlement with non-arm's-length creditor may raise concerns about related party transactions

TORONTO, ON / ACCESSWIRE / October 21, 2024 / Justera Health Ltd. (CSE:VTAL)(OTC PINK:SCRSF) ("Justera"or the"Company") is pleased to announce that it has closed previously announced shares for debt settlement transactions (see press release dated October 4, 2024). An aggregate of $355,570 owed to non-arm's-length creditor of the Company (the "Creditor") has been settled 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 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.

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 statements contained in this news release may constitute forward-looking information, including statements relating to the future development of Justera's business. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions.All statements included herein, other than statements of historical fact, are forward-looking ‎statements, including but not limited to: the terms, timing and completion of the Transaction, if the Transaction is to close at all, the receipt of all necessary regulatory and CSE approvals, authorizations and consents in connection with the Transaction, and the completion or waiver, as applicable, of all conditions precedent required for the completion of the Transaction; the anticipated business plans, management structure, and future activities of the Company and Port North, including the Company's intention to integrate Port North into its business; and the anticipated benefits and synergies to be derived from the Transaction on the business of both Port North and the Company; and the date in which the Payment Shares may become free-trading.

Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: (i) successful completion of the Financing; (ii) successful completion of the Transaction and the integration of the business of Port North in connection therewith; (iii) the ability to manage anticipated and unanticipated costs; (iv) achieving the anticipated results of the Company's strategic plans; (v) obtaining and maintaining all required licenses, approvals and permits, including regulatory approvals required to complete the Transaction; and (vi) general economic, financial market, regulatory and political conditions in which the Company operates.

Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The actual results of Justera could differ materially from those anticipated in this forward-looking information as a result of the inability of Port North to complete the Financing, the inability to consummate the Transaction, including the inability to obtain required regulatory approvals and third-party consents and the satisfaction of other conditions, inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana, competitive factors in the industries in which Justera operates, prevailing economic conditions, changes to Justera's strategic growth plans, and other factors, many of which are beyond the control of Justera.

Management of Justera believes that the expectations reflected in the forward-looking information herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents Justera's expectations as of the date hereof and is subject to change after such date. Justera disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

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.

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SOURCE: Justera Health Ltd.

View the original press release on accesswire.com

FAQ

What is the total value of debt settled by Justera Health (SCRSF) in this transaction?

Justera Health (SCRSF) settled a total debt of $355,570 in this transaction.

How many Units did Justera Health (SCRSF) issue to settle the debt?

Justera Health (SCRSF) issued 7,111,400 Units to settle the debt.

What is the exercise price of the Share Purchase Warrants issued by Justera Health (SCRSF)?

The Share Purchase Warrants issued by Justera Health (SCRSF) have an exercise price of $0.05 per share.

What is the acceleration clause for the warrants issued by Justera Health (SCRSF)?

The warrants have an acceleration clause that triggers a forced exercise if Justera Health's (SCRSF) shares trade at or above $0.10 per share for 5 consecutive trading days on the CSE.