August 12, 2020 Vancouver, British Columbia: Terra Nova Resources Inc. (CSE: TENO) (the “Company” or “TNR”), a resource issuer listed on the Canadian Securities Exchange (the “CSE”), is pleased to announce that it has entered into definitive agreements to acquire all of the outstanding shares of WellteQ Limited (“WellteQ”), a leading provider of corporate wellness solutions within the Asia Pacific market, and CBDS Health Inc. (“CBDS”), a company focused on the development of Internet of Medical Things connected patient applications for medical research, clinical trials and primary healthcare (the acquisition of WellteQ and CBDS being collectively referred to as the “Proposed Transaction”). The Proposed Transaction will constitute in a “fundamental change” of the Company under the rules and polices of the CSE.
About WellteQ Limited
WellteQ is the leading provider of corporate wellness solutions within Asia Pacific. WellteQ has developed and grown the business on technology and data-driven smarts to communicate personalized wellness content to a user in order to coach healthy behavioral change. As an enterprise (business-to-business) model WellteQ has two main sectors of customers where they have secured large multinational brands as customers for their SaaS revenue. WellteQ white labels its technology for the consumer insurance policyholders for one of Australia’s largest private health insurers and for corporate insurance customers of Bupa (Australia). Direct services are offered to large employer customers including Toll Logistics, Willis Towers Watson APAC and Credit Suisse APAC. WellteQ is also about to launch to global employees of South East Asia’s largest bank, DBS Bank. and is also co-developing a mental health product for the customers of one of the world’s largest pharmaceutical companies, projected to launch in Q1-2021.
About CBDS Health Inc.
CBDS is a privately held company focused on the development of Internet of Medical Things (IoMT) connected patient applications for medical research, clinical trials, and primary healthcare. CBDS has developed an IoMT platform enabling continuous biometric data capture from patients using real-time edge computing utilizing artificial intelligence, machine learning, neural networks and Natural Language Processing (NLP). The platform enables the digital health deployments with multiple wireless medical devices and solutions into hospital, clinical and remote locations.
The combination of WellteQ and CBDS is expected to fast track the expansion of WellteQ’s current corporate wellness capabilities into condition management and clinical-care. This combination of prevention plus care greatly expands WellteQ’s addressable markets and revenue per user across a broader spectrum of digital health and wellness.
The Proposed Transaction
The Company intends to acquire WellteQ by way of an off market takeover pursuant to Australian laws. The Company has entered into a Bid Implementation Agreement dated August 11, 2020 (the “WellteQ Agreement”), pursuant to which the Company will make an offer to shareholders of WellteQ to acquire all of the outstanding ordinary shares of WellteQ in exchange for a total of 31,778,500 post-consolidation common shares of the Company (see description of proposed share consolidation, below), having an agreed value of CAD $12,711,400.
Concurrent with the entry into the WellteQ Agreement, the Company has entered into an Amalgamation Agreement dated August 11, 2020 (the “CBDS Agreement”) with CBDS and 1259724 B.C. Ltd. (“Newco”), the Company’s wholly owned subsidiary formed for the purpose of completing the acquisition of CBDS. Pursuant to the terms of the CBDS Agreement, the Company will acquire all of the outstanding shares of CBDS by way of a three-cornered amalgamation, whereby CBDS will amalgamate with Newco and with the resulting amalgamated entity being a wholly owned subsidiary of the Company. As set forth in the CBDS Agreement, the Company will issue to the shareholders of CBDS a total of 32,145,069 post-consolidation common shares of the Company, having an agreed value of $12,858,028.
In connection with the Proposed Transaction, it is expected that the Company will complete a consolidation of the Company’s outstanding common shares on the basis of 0.2285 post-consolidation common shares for every 1 pre-consolidation common share.
The completion of the Proposed Transaction is subject to the satisfaction of a number of conditions, including but not limited to the following:
Upon completion of the Proposed Transactions, it is expected that the Company will change its name to “WellteQ Digital Health Inc.” and that the current directors and executive officers of the Company will resign and be replaced by nominees selected by WellteQ and CBDS.
“Over the last six years we’ve proven ourselves as industry innovators front running wearable integrated mental wellness for employees across Asia Pacific and being selected by Garmin as their preferred corporate partner in APAC in 2017 and Willis Towers Watson in 2020. We’re now bringing hyper-personalization to employees and insurance policy holders on mass and feel we’re in the perfect position to catapult with the exponential growth in global digital health industry,” said WellteQ Co-Founder and CEO Mr Scott Montgomery. “Our coaching nudges integrated with telehealth introduces patient and provider safety with digital health screening and virtual care opportunities that are so important during this pandemic and will be a new normal thereafter. The combination with CBDS Internet of Medical Things opens up a more concentrated preventative care model creating a value multiplier for our users and shareholders.”
Further Information Further details about the Proposed Transaction and the Resulting Issuer will be filed on SEDAR under the Company’s profile at www.sedar.com.
Pursuant to the rules and policies of the CSE, it is expected that trading in the Company’s common shares will be halted and will remain halted until the completion of the Proposed Transaction or the provisions of the WellteQ Agreement and the CBDS Agreement are terminated. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
wellteq Digital Health Inc. is a leading global provider of personalized digital health and wellness
solutions across the continuum of care.
To learn more, visit https://wellteq.co/
Download the wellteq Corporate Presentation:
wellteq Investor Contact:
Bristol Investor Relations
T: (905) 326-1888
Cautionary Note Regarding Forward-Looking Statements:
This news release contains information or statements that constitute “forward-looking statements.” Such forward looking statements
involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or
developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forwardlooking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified
by words such as “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or
that events or conditions “will,” “would,” “may,” “could” or “should” occur.
Forward looking information may include, without limitation, statements regarding the operations, business, financial condition, expected
financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies and outlook of
Wellteq, and includes statements about, among other things, future developments and the future operations, strengths and strategies of
Wellteq. Forward-looking information is provided for the purpose of presenting information about management’s current expectations
and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These
statements should not be read as guarantees of future performance or results.
The forward-looking statements made in this news release are based on management’s assumptions and analysis and other factors that
may be drawn upon by management to form conclusions and make forecasts or projections, including management’s experience and
assessments of historical trends, current conditions and expected future developments. Although management believes that these
assumptions, analyses and assessments are reasonable at the time the statements contained in this news release are made, actual results
may differ materially from those projected in any forward-looking statements. Examples of risks and factors that could cause actual
results to materially differ from forward-looking statements may include: the timing and unpredictability of regulatory actions; regulatory,
legislative, legal or other developments with respect to its operations or business; limited marketing and sales capabilities; early stage of
the industry and product development; limited products; reliance on third parties; unfavourable publicity or consumer perception; general
economic conditions and financial markets; the impact of increasing competition; the loss of key management personnel; capital
requirements and liquidity; access to capital; the timing and amount of capital expenditures; the impact of COVID-19; shifts in the demand
for Wellteq’s products and the size of the market; patent law reform; patent litigation and intellectual property; conflicts of interest; and
general market and economic conditions.
The forward-looking information contained in this news release represents the expectations of Wellteq as of the date of this news release
and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and
should not rely upon this information as of any other date. Wellteq undertakes no obligation to update these forward-looking statements
in the event that management’s beliefs, estimates or opinions, or other factors, should change.
The CSE has neither approved nor disapproved the contents of this news release.