TORONTO – (COMMERCIAL THREAD) – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook“or the”Company“) announced today that it has completed a non-intermediary private placement (the”Private placement“) ordinary shares of the Company (the”Ordinary actions“). Pursuant to the private placement, a total of 2,353,347 common shares were issued at a price of US $ 10.00 per share, for total gross proceeds to the Company of approximately US $ 23.5 million. The funding was led by new investor Masters Special Situations, LLC and its affiliates (“MSS“). In the context of the Private Placement, MSS will receive the right to appoint a candidate to the Board of Directors of the Company. Additional new investors, including BioStar Capital, also participated in the financing, as well as existing investors, Greybrook Health Inc. (“Greybrook Health“) And 1315 Capital II, LP (“1315 Capital“).
The Company intends to use the proceeds of the private placement for the development of new mental health service centers specializing in transcranial magnetic stimulation (“TMS“) as well as working capital and general corporate objectives.
The offer and sale of the common shares under the private placement were made in the United States only to qualified investors in accordance with the registration exemption under Rule 506 (c) of Regulation D promulgated by the Securities and Exchange Commission of the United States (the “SECOND“) under the United States Securities Act of 1933, as amended (the”Securities Act) And in Canada by virtue of and in accordance with exemptions from the prospectus requirements of applicable Canadian securities laws.
In connection with the private placement, MSS, Greybrook Health and 1315 Capital will each receive the right to nominate a nominee to the board of directors of the Company, and all investors will receive customary registration rights.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such an offer, solicitation or sale would be illegal.
MI 61-101 Disclosure
Greybrook Health and 1315 Capital are each insider of the Company. Therefore, the private placement is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). In accordance with NI 61-101, the Company will file a material change report providing information about each “related party transaction” on SEDAR under the Company’s issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the planned closing date of the Private Placement, as the details of the Private Placement and the participation in it by the “related parties” of the Company did not were only settled shortly before the closing of the Private Placement, and the Company wished to close the Private Placement on an accelerated basis for commercial reasons.
The Company avails itself of the exemptions from the formal assessment and minority shareholder approval requirements available under NI 61-101. The Company is exempt from the formal valuation requirement of section 5.4 of MI 61-101 under section 5.5 (a) of MI 61-101, because the fair market value of the transaction, insofar as it is involves interested parties, does not exceed 25% of the Company’s market capitalization. In addition, the Company is exempt from the minority shareholder approval requirement under section 5.6 of NI 61-101 based on section 5.7 (1) (a) because the fair market value of the transaction , to the extent that it involves interested parties, is not more than 25% of the market capitalization of the Company.
About Greenbrook TMS Inc.
Operating out of 128 treatment centers operated by the company, Greenbrook is a leading provider of TMS therapy, an FDA-approved non-invasive therapy for the treatment of major depressive disorder and other mental health disorders, in the United States. United. TMS therapy provides local electromagnetic stimulation to specific regions of the brain known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to more than 17,000 patients with depression.
About Masters Special Situations, LLC
MSS is a subsidiary of Masters Capital Management, LLC, an SEC-registered investment adviser based in Atlanta, Georgia. MSS invests growth capital in innovative, small-cap public companies in North America.
Caution regarding forward-looking information
Certain information contained in this press release, including with respect to the private placement, including the intended use of the proceeds thereof, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the States. United, including the US reform of private securities litigation. Law of 1995. In some cases, but not necessarily in all cases, forward-looking information may be identified by the use of forward-looking terms such as “plans”, “targets”, “expects” or “does not”. not expect “,” is expected “,” an opportunity exists “,” is positioned “,” considers “,” the intention to “,” assumes “,” anticipates “or” does not anticipate “or” believes “, or variations of these words and expressions or state that certain actions, events or results “may”, “could”, “would”, “could”, “will” or “will be taken”, “occur” or “be achieved” “. In addition, any statement that refers to expectations, projections or other characterizations of future events or circumstances contains forward-looking information. Statements containing forward-looking information are not historical facts but rather represent management’s expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates which, although considered reasonable by the Company at the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including but not limited to limit, the factors described in more detail in the “Risk Factors” section of the Company’s current annual report disclosure form and in the Company’s other documents filed with the Canadian securities regulatory authorities and the SEC. from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of factors that could affect the Company; however, these factors must be considered with care. There can be no assurance that these 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 change any statements containing forward-looking information, or any factors or assumptions that underlie them. tend, whether as a result of new information, future events or otherwise, except as required by law.