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CB2 Insights announces debt conversion of $3M USD held by Merida Capital and extinguishes all long-term debt liabilities

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·7 min read
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  • Merida Capital has agreed to an early conversion of their outstanding debt note of $3M USD

  • Merida will be granted 10,412,250 shares at the calculated 8-day VWAP of $0.38 CAD

  • Merida demonstrates its continued support of the Company’s goal of becoming one of the largest multi-disciplinary healthcare operators in the US

  • The Company further strengthens its balance sheet with elimination of long-term debt complementing the strong cash position of approximately $5.5M CAD to focus on growth and strategic M&A activity

TORONTO, Oct. 20, 2020 (GLOBE NEWSWIRE) -- CB2 Insights (CSE:CBII; OTCQB: CBIIF) (“CB2” or the “Company”), one of the largest integrative healthcare systems in the United States, is pleased to announce that it has completed an early conversion of its promissory note (“Note”) held by Merida Capital Partners II LP (“Merida”), a US based private equity fund, dated June 17, 2020. The principal amount of $3M USD will be converted in full. Merida will be granted 10,412,250 common shares of CB2 based on the 8-day VWAP of $0.38 CAD. With the shares received from this debt conversion, Merida continues to strengthen its position in CB2 as a reporting insider for with total holding of 25,603,945 common shares.

Under the terms of the Note, the principal amount of $3M USD will become payable on December 24, 2022 and carries an annual interest rate of 8%. Additionally, if at any time prior to the maturity date, the closing price of the Company’s common shares on the CSE is equal to or greater than $0.30 CAD for 20 consecutive trading days, then the outstanding amounts owed under the Note will be converted into that number of common shares based on the 20-day VWAP, less a discount of 10%. Based on early conversion, the Note has been converted at the 8-day VWAP with no discount.

Conversion of the Note will save the company approximately $0.5M USD in interest payments over the remainder of the Term. Additionally, the Company has strengthened its balance sheet by eliminating 100% of its long-term debt. The Company also announced a full quarter of profitability in Q2 2020 and expects this to continue for Q3 2020. The Company also recently completed an oversubscribed private placement of $5.13M CAD bringing the total cash position to $5.5M CAD. The Company forecasts strong growth organically as it continues to expand its primary care services in the US through its physical clinics and telemedicine offerings.

As part of its stated strategy of carefully executing upon an extensive M&A pipeline of medical clinics and services in the US, the Company recently completed the acquisition of Maverick County Medical in Texas with revenues of $1.6M CAD and EBITDA of $0.3M CAD for a total purchase price of $0.98M CAD. The Company is now well positioned to continue working through its deal pipeline and expects strong deal flow in the future. With a strong cash position, no long-term debt and a profitable business operation, the Company is well positioned to execute this strategy.

“We continue to focus the Company to be on the offensive and establish the foundation for rapid growth in the US healthcare market," said Prad Sekar, CEO, CB2 Insights. “The early conversion of our promissory note from Merida continues to validate our strength in the US with a strong financial partner that is committed to supporting our growth. The US healthcare market has never been as attractive to providers of innovative solutions. With over 40 years of collective management experience in practice management and healthcare operations, coupled with excess cash on hand and a strong infrastructure, we are well positioned to deliver our innovative multi-disciplinary health solutions to benefit millions of Americans.”

“Merida has always sought to partner with companies that develop valuable assets in data and technology that can be extrapolated to succeed in traditional industries. Our firm's voluntary note conversion further supports Merida's belief that CB2 stands on the precipice of disrupting traditional healthcare channels while continuing to deliver innovative healthcare solutions both in clinic and virtually," said Mitch Baruchowitz, Managing Partner of Merida.

About CB2 Insights

CB2 Insights (CSE:CBII OTCQB:CBIIF) is a healthcare services and technology company, working to positively impact patient health outcomes. The Companies mission to improve the lives of patients through the prevention and treatment of health conditions and using proprietary technology to monitor, assess, and generate insights to help improve patient outcomes. The Company owns and operates a proprietary virtual telehealth platform, and a network of over 30 medical clinics across 13 states in the US, providing integrative, primary, and urgent care services to over 100,000 patients annually.

The Company has created works primarily to roster and treat patients seeking traditional and alternative treatments due to the ineffectiveness of conventional medicine, inability to find support through their existing care network, or in some cases, inability to access a primary care network. The Company offers both primary care via a traditional insurable services model and a disruptive low-cost subscription based urgent care offering for patients seeking immediate need to a healthcare provider via telehealth.

The Company differentiates itself by being one of the largest integrative medical practices in the US that owns its own proprietary technology, data analytical assets, and clinical research expertise to support new market expansion, market access, data collection and analysis and drug discovery.

The Company operates a proprietary electronic health record platform Sail (“Sail”) to document, treat, monitor, and report on patient health outcomes. Developed in 2015, Sail is used internally across all of the Company’s clinical operations. Sail features a robust telemedicine platform that the Company uses to provide care to its National patient base. To support patient care and positive health outcomes, the Company is also focused on advancing safety and efficacy research surrounding alternative health treatments by monitoring and assessing Real-World Data (RWD) and providing Real-World Evidence (RWE) through our proprietary technology, data analytics, and a full service contract research organization.

For more information please visit www.cb2insights.com or contact:

Investor Relations
Jonathan L. Robinson CFA
Oak Hill Financial

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in CB2’s filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements regarding the Company’s unaudited financial results and projected growth.

Although CB2 has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are subject to inconsistent legislation and regulation; change in laws; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and recreational-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. CB2 disclaims any intention or obligation to update or revise such information, except as required by applicable law, and CB2 does not assume any liability for disclosure relating to any other company mentioned herein.

No securities regulator or exchange has reviewed, approved, disapproved, or accepts responsibility for the content of this news release.