NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS
WIRE SERVICES
TORONTO–(BUSINESS WIRE)–Greenbrook TMS Inc. (TSX: GTMS) (“Greenbrook” or the “Company”),
a leading provider of Transcranial Magnetic Stimulation (“TMS”)
therapy in the United States, announced today that it has entered into
an agreement with a syndicate of underwriters led by Bloom Burton
Securities Inc., and including Clarus Securities Inc., Desjardins
Securities Inc. and GMP Securities L.P. (collectively, the “Underwriters”),
under which the Underwriters have agreed to buy, on a bought deal public
offering basis, 3,500,000 common shares of the Company (the “Shares”)
at a price of C$3.25 per Share (the “Offering Price”) for
aggregate gross proceeds of approximately C$11,375,000 (the “Public
Offering”). Concurrent with the Public Offering, the Underwriters
have also agreed to buy, on a bought deal private placement basis,
5,384,000 Shares at the Offering Price for aggregate gross proceeds of
approximately C$17,498,000 (the “Private Placement” and, together
with the Public Offering, the “Offerings”).
In connection with the Public Offering, the Company has granted the
Underwriters an over-allotment option, exercisable in whole or in part
at any one time up to 30 days following closing of the Public Offering,
to purchase up to an additional 525,000 Shares at the Offering Price
which, if exercised in full, would increase the gross proceeds of the
Public Offering to approximately C$13,081,250.
The Offerings are expected to close on or about May 17, 2019, subject to
certain customary conditions, including approval of the Toronto Stock
Exchange. The closing of the Public Offering will be conditional upon
closing of the Private Placement and closing of the Private Placement
will be conditional upon closing of the Public Offering
The Company intends to use the net proceeds from the Offerings to open
new Greenbrook TMS centers, for potential acquisitions, and for working
capital and general corporate purposes. The Shares that form part
of the Public Offering will be offered in all provinces of Canada,
except Quebec, by way of a short form prospectus and on a private
placement basis in the United States, and internationally as permitted.
The preliminary short form prospectus is intended to be filed on or
before May 3, in each of the provinces of Canada, except Quebec.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Greenbrook TMS Inc.
Operating through 70 Company-operated treatment centers, Greenbrook is a
leading provider of TMS, an FDA-cleared, non-invasive therapy for the
treatment of Major Depressive Disorder and other mental health
disorders, in the United States. TMS therapy provides local
electromagnetic stimulation to specific brain regions known to be
directly associated with mood regulation. Greenbrook has provided more
than 220,000 TMS treatments to over 6,000 patients struggling with
depression.
Forward-Looking Information
Certain information in this press release constitutes forward-looking
information, including the intended use of the net proceeds from the
Offerings and the expected closing date of the Offerings. 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 press 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 greater detail in the “Risk Factors” section of the
Company’s annual information form dated March 27, 2019 which is
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. There can be no assurance that such estimates and
assumptions will prove to be correct. The forward-looking statements
contained in this press release are made as of the date of this press
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.
Contacts
Erns Loubser
Chief Financial Officer, Treasurer and Corporate
Secretary
Greenbrook TMS Inc.
Linda Armstrong
Investor Relations
Greenbrook TMS Inc.
Contact Information:
[email protected]
1-855-797-4867
