Global Care Capital Inc. (CNSX:HLTH) entered into a share purchase agreement to acquire MK Highway Corp. on November 29, 2022. In consideration for the transaction and on closing thereof, Global Care will issue to MK Highway Shareholders an aggregate of 216,000,000 common shares of Global Care and an aggregate of 108,000,000 common share purchase warrants. There is no hold period for the Consideration Shares or the Consideration Warrants pursuant to applicable securities laws. MK Highway holds an option to acquire 100% membership interests of Lavrium LLC.
The Transaction is an arms-length transaction and no change in management or the Board of Directors of Global Care is being contemplated at this time. The Share Purchase Agreement contemplates other material conditions precedent to the closing of the Transaction, including, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third-party and board approvals being obtained, including the approval of the Canadian Securities Exchange, as applicable. There can be no assurance that the Transaction will be completed as proposed, or at all. Jeff Wust of McMillan LLP acted as legal advisor to Global Care Capital Inc. Nafeesa Valli-Hasham of Clark Wilson LLP acted as legal advisor to MK Highway Corp.