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(All amounts are in Canadian dollars unless otherwise stated)

TORONTO, Jan. 12, 2023 /CNW/ - Shiny Health & Wellness Corp. ("Shiny Health" or the "Company") (TSXV: SNYB) announces that it intends to conduct a non-brokered private placement of up to 1.04 million units of the Company (each, a "Unit") at a price of $1.44 per Unit (the "Offering") for aggregate gross proceeds of up to $1.5 million.  Each Unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant").  Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $2.16 for a period of 60 months from the date of issuance.  

In addition to the Common Shares and Warrants comprising the Units, an investor who subscribes for and purchases more than $10,000 worth of Units (not less than 6,945 Units) under the Offering will also receive, for every four Units purchased, one additional Common Share (a "Bonus Share").

No additional consideration will be payable for the Bonus Shares, which will not be new shares issued by the Company but rather existing shares that will be transferred from the holdings of the Company's founding shareholder (the "Founder"), who currently holds approximately 62% of the outstanding Common Shares.  The Founder is making the Bonus Shares available in support of the Offering and recognition of current equity market conditions, and will not receive any direct or indirect compensation for doing so.  All proceeds of the Offering will be received by the Company.

Shiny Health intends to use the net proceeds of the Offering for general working capital requirements, including to continue to advance the Company's cannabis line of business performance and its pharmacy strategy and deal pipeline. Any future pharmacy acquisitions are expected to be funded through debt in combination with additional equity capital from future offerings. On October 3, 2022, the Company closed its first retail pharmacy acquisition (Cotton Mill Pharmacy) where, due to challenging equity markets leading up to closing of the, it employed working capital on hand to pay the balance of the purchase price plus inventory.

The Offering will be conducted on a private placement basis in Canada in reliance upon available exemptions from the prospectus requirements of applicable Canadian securities laws, to persons that qualify as "accredited investors" within the meaning of such laws or to whom securities may otherwise be distributed on a prospectus-exempt basis.  Shiny Health will consider subscriptions for Units from persons resident in jurisdictions outside of Canada; however, such persons will need to establish to the Company's satisfaction that the offering and sale of Units to them is lawful and exempt from any prospectus, registration or similar requirements under the laws of that jurisdiction.

The minimum investment amount per subscriber under the Offering will be $5,000.  In order for a purchaser of Units to also receive Bonus Shares, however, a minimum of $10,000 worth of Units must be purchased.

The Offering is not subject to any minimum amount of subscriptions.

The Offering is subject to acceptance by the TSX Venture Exchange (the "TSXV"), and may thereafter be closed in one or more tranches as subscriptions are received and accepted by the Company, in its discretion. The Company currently anticipates an initial closing on or about February 1, 2022.

All Common Shares and Warrants issued pursuant to the Offering, and any Bonus Shares received, will be subject to a hold period of four months plus a day from their date of issuance, during which any resale or other transfer will be restricted in accordance with applicable securities laws.  The Warrants will not be transferable without the consent of the Company.

Directors and officers have indicated that they will invest an aggregate of approximately $200,000 in the Offering.

If the Offering is oversubscribed, Shiny Health reserves the right to increase the size of the Offering above $1.5 million and accept subscriptions for more than 1.04 million Units, subject to the approval of the TSXV.

Subject to TSXV acceptance, Shiny Health may pay finder's fees payable in cash, Common Shares and/or non-transferable warrants to purchase Common Shares based on the number of Units sold under the Offering pursuant to subscriptions attributable to the finder.  Any such warrants will entitle the holder thereof to purchase one Common Share at a price of $2.16 for a period of 60 months from the date of issuance.

The securities offered in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or compliance with an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction in which the offer, sale or solicitation would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Shiny Health & Wellness Corp. is on a mission to help people never settle, live fully by being a trusted source for health and wellness solutions and services. The Company recently broadened its retail growth strategy beyond adult-use cannabis by establishing mīhī Health & Wellness, a new line of business focused on building a network of community pharmacies across Ontario. Striving to provide a more diverse and accessible cannabis experience for adult consumers, the Company also operates ShinyBud Cannabis Co., a well-established brand in Ontario strategically located in markets less saturated with cannabis retailers. The Company's board of directors and management team hold extensive retail operating experience, a key competitive differentiator in leading its growth strategy. Shiny Health trades on the TSX Venture Exchange (TSXV) under the ticker symbol SNYB. For more information, please visit www.shinyhealthandwellness.com.

Cautionary Statement Regarding Forward-Looking Information

This news release contains statements ("forward-looking statements") that constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward looking statements relate to future performance, events, outcomes or circumstances or are otherwise prospective in nature, and are based upon internal assumptions, opinions, estimates, plans, beliefs and expectations about future conditions, developments and courses of action. They are inherently uncertain as they depend on the accuracy of such assumptions, opinions, estimates, plans, beliefs and expectations, which cannot be assured, and are subject to known and unknown risks and uncertainties that will cause actual results to differ from those indicated, suggested or anticipated in the forward-looking statements. The differences may be material and adverse to the Company. All statements other than statements of current or historical fact constitute forward-looking statements.

Without limiting the foregoing, this news release contains forward-looking statements pertaining to: completion of the Offering (including anticipated first closing date); anticipated use of proceeds; and future pharmacy acquisitions and the funding thereof.

The forward-looking statements contained in this news release reflect material factors and assumptions of Shiny Health, including that there is demand for the securities offered under the Offering, and that the TSXV accepts the Offering on a timely basis. There is no assurance that the Offering will be completed, or that any particular amount of net proceeds will be realized by the Company from the Offering.

The forward-looking statements contained herein speak only as of the date of this news release. The Company disclaims any intention, obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to explain any difference between actual results and those indicated, suggested or anticipated in any forward-looking statements, except as may be required under applicable securities laws.

All forward-looking statements contained in this news release and in any related reports or disclosures filed or issued by the Company, or made by the Company's directors, officers and other persons authorized to speak on its behalf regarding the subject matter hereof, are expressly qualified by this cautionary statement.

SOURCE Shiny Health & Wellness Corp.

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