Global Care Capital Inc. Enters Into Definitive Agreement to Acquire VirexClear
VANCOUVER, British Columbia, April 16, 2020 (GLOBE NEWSWIRE) — Global Care Capital Inc. (CSE:HLTH, OTC: RSCZF, FRANKFURT: L6V1) (the “Company” or “Global Care Capital”) is pleased to announce that it has signed a definitive agreement on April 16th, 2020 (the “Agreement”) with arm’s-length vendors (the “Vendors”) to acquire all of the issued and outstanding shares of ViralClear Rapid Test Corp. d/b/a VirexClear (“VirexClear”). VirexClear, through its joint venture with a Hong Kong partner, focuses on marketing and distributing novel products that address significant healthcare needs with a specific target on the novel coronavirus (COVID-19), such as rapid testing.
Alex Somjen, president and chief executive officer of Global Care Capital states: “As a major investment into the healthcare sector, VirexClear presents a tremendous opportunity. The novel coronavirus has become a worldwide pandemic that requires serious intervention for countries to return to status quo. We believe that rapid testing will be the path forward to allow people to return to the workplace and combat the coronavirus. We look forward to exploring further complimentary and value-added opportunities in the healthcare sector.”The company is not making any express or implied claims that it has the ability to treat the COVID-19 virus at this time.VirexClear is a startup company in the newly created COVID-19 antibody test market and has commenced sales and distribution of its test kits in Mexico. Approval application has been submitted with the Food and Drug Administration in the United States to obtain FDA approval and to authorize the tests under the emergency use authorization (EUA) program run by U.S. Center for Disease Control (CDC).As a distributor, VirexClear’s focus on commercialization targets the marketing and distribution portion of the value chain. VirexClear’s manufacturing partner, Shanghai Liangrun Biomedicine Technology Co., Ltd., has production capacity of one million test kits per week at their factory in Shanghai.Pursuant to the terms of the Agreement, Global Care Capital will issue 24,000,000 common shares in the capital of Global Care Capital from treasury (each a “Consideration Share”) to the Vendors in return for a 100% interest in VirexClear. Each Consideration Share has an attributed value of $0.705 per share. At closing, the VirexClear option holders shall exchange their outstanding VirexClear options (the “VirexClear Options”) for replacement Global Care Capital options (each a “Global Care Capital Option”). Each VirexClear Option will be exchanged for a Global Care Capital Option on a 1:1 basis for an aggregate of 2,900,000 Global Care Capital Options. Of the aggregate number of Global Care Capital Options to be issued, 2,400,000 Global Care Capital Options have an exercise price of $0.50 per Global Care Capital common share until April 15, 2022; and 500,000 Global Care Capital Options have an exercise price of $0.20 per Global Care Capital common share until April 15, 2022. Upon completion of the transaction, VirexClear will become a wholly owned subsidiary of the Company.Global Care Capital will deploy a minimum of $1,000,000, not subject to financing, over the next six months to VirexClear, which will be allocated towards inventory management, working capital, and product development.About VirexClearVirexClear, through its joint venture with a Hong Kong partner, focuses on commercializing novel products that address significant healthcare needs with a specific target on the novel coronavirus (COVID-19). The company’s main focus is marketing its VirexClear Rapid IgM-IgG Combined Antibody Test. The VirexClear Rapid IgM-IgG Combined Antibody Test for COVID-19 is a lateral flow immunoassay used to qualitatively detect both early and late marker IgG/IgM antibodies.About Global Care CapitalGlobal Care Capital is a global investment company which specializes in providing early stage financing to private and public companies. The Company engages in new, early stage investment opportunities in previously underdeveloped assets and obtaining positions in early stage investment opportunities that adequately reflect the risk profile.GLOBAL CARE CAPITAL INC.: Company Contact: alex@resincocp.comTel: 416-319-5744Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.
Alex Somjen, president and chief executive officer of Global Care Capital states: “As a major investment into the healthcare sector, VirexClear presents a tremendous opportunity. The novel coronavirus has become a worldwide pandemic that requires serious intervention for countries to return to status quo. We believe that rapid testing will be the path forward to allow people to return to the workplace and combat the coronavirus. We look forward to exploring further complimentary and value-added opportunities in the healthcare sector.”The company is not making any express or implied claims that it has the ability to treat the COVID-19 virus at this time.VirexClear is a startup company in the newly created COVID-19 antibody test market and has commenced sales and distribution of its test kits in Mexico. Approval application has been submitted with the Food and Drug Administration in the United States to obtain FDA approval and to authorize the tests under the emergency use authorization (EUA) program run by U.S. Center for Disease Control (CDC).As a distributor, VirexClear’s focus on commercialization targets the marketing and distribution portion of the value chain. VirexClear’s manufacturing partner, Shanghai Liangrun Biomedicine Technology Co., Ltd., has production capacity of one million test kits per week at their factory in Shanghai.Pursuant to the terms of the Agreement, Global Care Capital will issue 24,000,000 common shares in the capital of Global Care Capital from treasury (each a “Consideration Share”) to the Vendors in return for a 100% interest in VirexClear. Each Consideration Share has an attributed value of $0.705 per share. At closing, the VirexClear option holders shall exchange their outstanding VirexClear options (the “VirexClear Options”) for replacement Global Care Capital options (each a “Global Care Capital Option”). Each VirexClear Option will be exchanged for a Global Care Capital Option on a 1:1 basis for an aggregate of 2,900,000 Global Care Capital Options. Of the aggregate number of Global Care Capital Options to be issued, 2,400,000 Global Care Capital Options have an exercise price of $0.50 per Global Care Capital common share until April 15, 2022; and 500,000 Global Care Capital Options have an exercise price of $0.20 per Global Care Capital common share until April 15, 2022. Upon completion of the transaction, VirexClear will become a wholly owned subsidiary of the Company.Global Care Capital will deploy a minimum of $1,000,000, not subject to financing, over the next six months to VirexClear, which will be allocated towards inventory management, working capital, and product development.About VirexClearVirexClear, through its joint venture with a Hong Kong partner, focuses on commercializing novel products that address significant healthcare needs with a specific target on the novel coronavirus (COVID-19). The company’s main focus is marketing its VirexClear Rapid IgM-IgG Combined Antibody Test. The VirexClear Rapid IgM-IgG Combined Antibody Test for COVID-19 is a lateral flow immunoassay used to qualitatively detect both early and late marker IgG/IgM antibodies.About Global Care CapitalGlobal Care Capital is a global investment company which specializes in providing early stage financing to private and public companies. The Company engages in new, early stage investment opportunities in previously underdeveloped assets and obtaining positions in early stage investment opportunities that adequately reflect the risk profile.GLOBAL CARE CAPITAL INC.: Company Contact: alex@resincocp.comTel: 416-319-5744Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.Forward-Looking Information: This news release includes certain statements that may be deemed “forward-looking statements”. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.
