Primary Hydrogen Announces Non-Brokered Private Placement
Up to 3,125,000 flow-through units at $0.48 per unit (the "FT Units"), with each FT Unit consisting of one "flow-through" common share (the "FT Shares") and one-half of a warrant, with each whole warrant exercisable at $0.55 to acquire one (non-flow through) common share for 24 months; and
Up to 1,250,000 non-flow through units at $0.40 per unit (the "Non-FT Units"), with each Non-FT Unit consisting of one (non-flow-through) common share (the "Non-FT Shares") and one-half of a warrant, with each whole warrant exercisable at $0.50 to acquire one (non-flow through) share for 24 months.
The proceeds from the sale of the Non-FT Units are intended to be used general working capital and corporate purposes. The proceeds from the sale of the FT Units are intended be used to incur Critical Mineral Canadian Exploration Expenses ("CEE"), such that they qualify as "flow-through mining expenditures" for purposes of the Income Tax Act (Canada) and can be renounced to the purchasers thereof.
The Private Placement is subject to customary closing conditions, including receipt of approval from the TSX Venture exchange. The securities issued under this Offering will be subject to a statutory hold period of four months and one day. The Company may compensate persons who act as finders for the Offering in accordance with the rules of the TSX Venture Exchange.
About Primary Hydrogen Corp.
Primary Hydrogen is dedicated to the exploration and development of natural hydrogen resources. With over 740 acres in the U.S. and 230 square kilometers across Canada, the Company's portfolio includes the Blakelock, Hopkins, Mary's Harbour, Point Rosie, Crooked Amphibolite, Coquihalla, and Cogburn projects. Primary also holds the Arthur Lake copper project in British Columbia and has an option to acquire a 75% interest in a hydrogen-REE project known as Wicheeda North, also located in British Columbia.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Ben AsuncionChief Executive OfficerPrimary Hydrogen Corp.Email: ben@primaryh2.com
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. Such statements include, but are not limited to, statements regarding: (i) the Company's intention to complete the Private Placement; (ii) the structure and terms of the FT Units and Non-FT Units, including as to pricing, composition, and warrant exercise terms; (iii) the expected use of proceeds from the Private Placement; and (vi) the anticipated closing date of the Private Placement.
Forward-looking statements are often identified by words such as "intends," "expects," "will," "may," or similar expressions. These statements are based on certain assumptions, including but not limited to: the Company's ability to successfully market and complete the Private Placement; the accuracy of estimated costs and timelines for exploration and development activities; the availability of sufficient capital to fund planned exploration and general expenses; the Company's ability to comply with the requirements for flow-through mining expenditures under the Income Tax Act (Canada); the timely receipt of TSX Venture Exchange approval; and the absence of unforeseen regulatory or market obstacles.
These forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to: the inability to raise the targeted C$2,000,000 or any funds through the Private Placement; changes in market conditions affecting the pricing or demand for FT Units or Non-FT Units; unexpected costs or delays in exploration and development activities; failure to qualify expenditures as "flow-through mining expenditures" or to renounce them by December 31, 2026; delays or failure in obtaining TSX Venture Exchange approval; changes in securities regulations or TSX Venture Exchange policies affecting the Offering or finder compensation; economic or financial market volatility impacting the Company's ability to fund operations; and general economic, market, or industry conditions. Additional risks are discussed in the Company's most recently filed management's discussion and analysis, available under the Company's SEDAR+ profile at www.sedarplus.ca.
Although the Company believes that the assumptions and expectations reflected in the forward-looking statements are reasonable based on the experience of its management, current conditions, and expected future developments, there can be no assurance that such statements will prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements or information, as actual results and future events could differ materially from those anticipated. The Company does not undertake to update any forward-looking statements or information, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253882
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Business Wire
a few seconds ago
- Business Wire
MedX Health Corp. Names Meghan Geary as Senior Vice President of Operations
MISSISSAUGA, Ontario--(BUSINESS WIRE)--MedX Health Corp. ('MedX' or the 'Company') (TSXV: MDX), the global leader in teledermatology solutions, confirms the appointment of Meghan Geary as the Company's Senior Vice President of Operations, effective immediately. With over 10 years experience in building scalable programs across SaaS and high-growth healthcare companies, Geary will oversee strategic operations, drive organization performance, and support MedX's continued growth trajectory. "I'm excited to join MedX at such a pivotal stage of its journey," said Geary. "Throughout my career, I've focused on scaling programs that streamline processes and promote cross-functional alignment. I look forward to collaborating with the MedX team to optimize operations and ensure the Company is positioned for long-term success." The Company's CEO, John Gevisser added: 'Meghan brings formidable experience to MedX at a time when we are scaling operations across different markets. Having previously worked closely with her, I understand what a vital asset to our team she is. Her ability to lead strategic programs, adjust and direct processes and improve organizational performance will play a central role in our next phase of growth. Meghan critically understands that our deep and dynamic image store is central to our AI and SaaS strategy.' About MedX Health Corp. MedX Health Corp., headquartered in Ontario, Canada, is a leader in non-invasive skin assessment and teledermatology. Its proprietary SIAscopy ® technology, integrated into the DermSecure ® platform, enables pain-free, accurate imaging of skin lesions for rapid dermatologist review. These products are cleared for use in 38 countries including by Health Canada, the U.S. Food and Drug Administration ('FDA'), the Therapeutic Goods Administration and Conformité Européenne, for use in Canada, the U.S., Australia, New Zealand, the United Kingdom, the European Union and Turkey. MedX's advanced telemedicine platform enables healthcare professionals to quickly and accurately assess suspicious moles, lesions, and other skin conditions through its proprietary imaging technology, SIAscopy ®, and its secure, cloud-based patient management system, DermSecure ®. SIAscopy® is the only technology capable of capturing five high-resolution images, including four spectrophotometric scans that penetrate 2mm below the skin's surface. Visit: https// This Media Release may contain forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties.
Business Wire
30 minutes ago
- Business Wire
Modivcare Enters into Comprehensive Restructuring Agreement to Strengthen its Future, Reduce Debt and Inject Capital
DENVER--(BUSINESS WIRE)--Modivcare Inc. (the 'Company' or 'Modivcare') (Nasdaq: MODV), a technology-enabled healthcare services company providing a platform of integrated supportive care solutions focused on improving health outcomes, today announced that it has taken necessary and decisive action intended to strengthen its financial foundation while continuing to provide access to care, reduce costs, and improve outcomes for clients and members nationwide. Modivcare has filed for voluntary Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas to implement a comprehensive restructuring transaction with the support of a supermajority of its key stakeholders. Through this process, Modivcare intends to build a stronger, sustainable organization, positioned for growth and well-equipped to meet the critical needs of members across its non-emergency medical transportation, personal care services and remote patient monitoring service lines. 'Modivcare sits at the center of the preventive healthcare ecosystem,' said Heath Sampson, Chief Executive Officer and President of Modivcare. 'This recapitalization strengthens our balance sheet and allows Modivcare to accelerate our investment in innovation by combining technology and data with high-touch member engagement. As the connector to care, our seamlessly connected platform improves access, quality and cost for payors, providers and facilities, while positioning us to lead the future of coordinated care.' More than 90% of First Lien Lenders and more than 70% of Second Lien Lenders have entered into a Restructuring Support Agreement ('RSA') with the Company. Those lenders have committed to support the Company throughout this process and have agreed to provide $100 million in 'debtor-in-possession' ('DIP') financing to finance the restructuring process and to support ongoing operations during this expedited bankruptcy process. Upon the closing of the DIP loan, Modivcare will have liquidity in excess of $100 million. The restructuring will reduce the Company's total outstanding funded debt obligations by approximately $1.1 billion (which is more than 85% of its outstanding funded debt obligations) and will meaningfully reduce the Company's annual cash interest and transition ownership to a group of seasoned and well-funded investors who are committed to Modivcare's success. All of Modivcare's service lines will continue to operate in the ordinary course, and we expect no interruption or change in access to care and a continued focus on operational excellence. Modivcare intends to close this transaction quickly by exiting the restructuring process early in the fourth quarter of 2025. Modivcare remains committed to providing excellent service to clients and their members. The Company has filed customary motions that, once approved, will allow Modivcare to meet obligations to clients and critical vendors, including transportation providers, and pay employee wages and benefits as usual. For more information about the Company's Chapter 11 case, including claims information, please visit or contact Verita, the Company's noticing and claims agent, at +1 (888) 733-1521 for U.S. and Canada or +1 (310) 751-2636 for international. Modivcare is advised by Latham & Watkins LLP, Hunton Andrews Kurth LLP, Moelis & Company LLC, and FTI Consulting. The First Lien Agent, the First Lien Lenders and the Second Lien Noteholders executing the RSA are advised by Paul Hastings LLP and Lazard. Cautionary Note Regarding Forward-Looking Statements Statements contained in this release constitute 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms 'intended', 'expected', 'estimates', 'will', and 'anticipates', and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements include statements regarding the Company's expectation about its ability to continue operating its business, fulfill its mission, make payments and meet obligations, and the Company's ability to implement the restructuring pursuant to the Chapter 11 cases, including the timetable of completing such transaction, if at all. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company's business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company's ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. The Company has provided additional information about the risks facing its business and the Company in its most recent annual report on Form 10-K, and in its subsequent periodic and current reports on Forms 10-Q and 8-K, filed by it with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the periodic and current reports filed with the Securities and Exchange Commission identified above, which you should read in their entirety before making an investment decision with respect to the Company's securities. The Company undertakes no obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise, except as required by applicable law. About Modivcare Modivcare Inc. ("Modivcare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. The Company's value-based solutions address the social determinants of health (SDoH) by connecting members to essential care services. By doing so, Modivcare helps health plans manage risks, reduce costs, and improve health outcomes. Modivcare is a provider of non-emergency medical transportation (NEMT), personal care services (PCS), and remote patient monitoring solutions (RPM). To learn more about Modivcare, please visit
Yahoo
an hour ago
- Yahoo
Argo Corporation announces completion of distribution of Preferred Shares, Series A under its special stock dividend and conversion by the holders of its secured convertible debentures
TORONTO, Aug. 20, 2025 /CNW/ - Argo Corporation ("Argo" or the "Company") (TSXV: ARGH), (OTCQX: ARGHF), a leader in next-generation transit solutions, is pleased to announce the completion of the distribution of Preferred Shares, Series A of Argo (the "Series A Preferred Shares") under its previously announced special stock dividend (the "Stock Dividend") and the conversion by the holders thereof, of all of its outstanding 12.0% secured convertible debentures previously issued via private placement (the "Debentures") into units of the Company ("Units"). Special Stock Dividend Argo has completed the distribution of its Series A Preferred Shares under its previously announced Stock Dividend today (the "Distribution Date"). Pursuant to the Stock Dividend, all of the Company's holders of common shares (the "Common Shares") were entitled to receive one Series A Preferred Share for each Common Share held. The Common Shares started trading on a "due-bill" basis at the opening of trading on August 13, 2025 (the "Record Date") and will commence trading on an "ex-distribution" basis (i.e., without the entitlement to receive the Stock Dividend) at the opening of markets on August 21, 2025, the first trading day following the Distribution Date. A due bill attached to each Common Share between the opening of markets on the Record Date and the close of markets on the Distribution Date (the "Due Bill Period"). During the Due Bill Period, any seller of Common Shares was deemed to sell and assign the right to the Stock Dividend to the purchaser of such Common Shares. Accounts for registered shareholders and beneficial shareholders (i.e., those who hold Common Shares through an intermediary) have been, or will be, credited with the Series A Preferred Shares on or about the Distribution Date. The complete rights, privileges, restrictions and conditions attaching to the Series A Preferred Shares are set out in the articles of amendment of the Company, which are available under the Company's SEDAR+ profile on Conversion of the Debentures and Early Warning Reporting Disclosure As previously announced by Argo on February 8, 2024, the Company issued the Debentures in an aggregate principal amount of $3,536,400 through a private placement. Each Debenture was convertible into Units at a conversion price of $0.06 per Unit, at the sole option of the holder, any time following the completion of a transaction satisfactory to the holder of such Debenture resulting in the distribution of the shares of FoodsUp Inc. owned by the Corporation, or the value related thereto, to its shareholders. Each Unit consists of one Common Share and one common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable into one Common Share at the exercise price of $0.06 per Warrant at any time prior to February 8, 2026, subject to certain adjustments and acceleration provisions. An aggregate of 58,939,998 Units (consisting of 58,939,998 Common Shares and 58,939,998 Warrants) were issued in connection with the conversion of the Debentures (the "Conversion"). Following the Conversion, there are 197,623,000 Common Shares issued and outstanding, with an additional 58,939,998 issuable upon exercise of the Warrants. In connection with the Conversion, certain holders of Debentures will file early warning reports in respect of their ownership of Common Shares and securities convertible or exercisable into Common Shares. The head office of Argo is located at 101-545 King Street West, Toronto, Ontario, Canada, M5V 1M1. Copies of the early warning reports will be available on SEDAR+. As part of the Conversion, Praveen Arichandran converted his Debenture in the principal amount of $1,091,017.00 held indirectly by Mr. Arichandran through Arichandran Investments Inc. ("Investco"). Investco's address is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6. Mr. Arichandran indirectly acquired 18,183,616 Units at a conversion price of $0.06 per Unit. Immediately before the Conversion, Mr. Arichandran owned 3,448,493 Common Shares and 3,323,616 restricted share units of Argo ("RSUs"), with each RSU convertible into one Common Share in accordance with the amended and restated omnibus long-term incentive plan of Argo, representing approximately 4.77% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Arichandran's RSUs). Immediately after the Conversion, Mr. Arichandran, directly or indirectly through Investco, owns 21,632,109 Common Shares, 3,323,616 RSUs and 18,183,616 Warrants, representing approximately 19.69% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion or exercise, as applicable, of all of Mr. Arichandran's RSUs and Warrants). The securities of Argo owned by Mr. Arichandran are held for investment purposes. Depending on various factors Mr. Arichandran may deem relevant, including, without limitation, market conditions, general economic and industry conditions, and the business and financial conditions of Argo, Mr. Arichandran may take such actions from time to time with respect to its investment in Argo as he deems appropriate. As part of the Conversion, Qamar Qureshi converted his Debenture in the principal amount of $1,091,017.00 held indirectly by Mr. Qureshi through ESG Holdings Inc. ("ESG"). ESG's address is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6. Mr. Qureshi indirectly acquired 18,183,616 Units at a conversion price of $0.06 per Unit. Immediately before the Conversion, Mr. Qureshi owned 1,673,258 Common Shares and 3,323,616 RSUs, with each RSU convertible into one Common Share in accordance with the amended and restated omnibus long-term incentive plan of Argo, representing approximately 3.52% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Qureshi's RSUs). Immediately after the Conversion, ESG transferred its 18,183,616 Warrants in a private transaction. Thereafter, Mr. Qureshi, directly or indirectly through ESG, owns 19,856,874 Common Shares and 3,323,616 RSUs, representing approximately 11.54% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Qureshi's RSUs). The securities of Argo owned by Mr. Qureshi are held for investment purposes. Depending on various factors Mr. Qureshi may deem relevant, including, without limitation, market conditions, general economic and industry conditions, and the business and financial conditions of Argo, Mr. Qureshi may take such actions from time to time with respect to its investment in Argo as he deems appropriate. About Argo Argo delivers the first-ever vertically and publicly integrated city transit system, designed to augment public transportation and create a network of intelligently routed vehicles that work together to serve and scale to the needs of entire cities, putting people in control of their mobility. You can learn more at Praveen Arichandran, CEOArgo Corporation(800) 575-7051 Forward-Looking Information Certain information set out in this news release constitutes forward-looking information within the meaning of applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions. Although the forward-looking information contained in this news release is based upon what management of Argo believes are reasonable assumptions on the date of this news release, Argo cannot assure readers that actual results will be consistent with such forward-looking information. Forward-looking information involves substantial known and unknown risks, uncertainties and other factors which cause actual results to vary from those expressed or implied by such forward looking information, including without limitation those risks and uncertainties described in more detail in Argo's securities filings available at Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. The forward-looking information contained in this news release is provided as of the date hereof. Argo disclaims any intention or obligation to update or publicly revise any forward–looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All forward-looking information contained in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE ARGO CORPORATION View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
