Health Logic Interactive Inc. Announces NEX Trading Date, Debt Conversion Transactions and Proposed Private Placement

VANCOUVER, British Columbia, March 12, 2021 (GLOBE NEWSWIRE) — Health Logic Interactive Inc. (formerly FanLogic Interactive Inc.) (the “Corporation“) announces that, given the recent announcement that the Alberta Securities Commission has revoked its previously issued cease trade order in respect of the Corporation’s securities, and the completion the TSX Venture Exchange review, the TSX Venture Exchange subsequently lifted its trading suspension on the Corporation’s common shares which will be reinstated for trading effective March 15, 2021.   The Corporation also announces that it intends to convert certain debt of the Corporation and its subsidiary into equity of the Corporation at a deemed price of $0.05 per share, subject to the satisfaction of certain conditions set out herein.

Trading on NEX

As previously announced, the Corporation officially changed its name to “Health Logic Interactive Inc.”, changed its trading symbol to CHIP, and consolidated all of its issued and outstanding common shares on the basis of one post-consolidation share for every 10 pre-consolidation shares outstanding prior to the consolidation (resulting in 7,397,440 post-consolidations common shares being outstanding). The existing share certificates representing the pre-consolidation common shares issued under the former name of FanLogic Interactive Inc. will need to be exchanged for new post-consolidation common shares under the name Health Logic Interactive Inc. Each registered shareholder has previously been provided with a Transmittal Letter to complete and return to the Corporation’s transfer agent Computershare Trust Company of Canada.

The common shares of the Corporation will be reinstated for trading on the NEX board of the TSX Venture Exchange, and the name change and consolidation will be effective for trading purposes on the NEX, commencing at the opening of trading on March 15, 2021 with the common shares of the Corporation trading under the new trading symbol “CHIP“.

Conversion of First Promissory Notes

The Corporation also announces that, subject to the approval of the TSX Venture Exchange, the holders of an aggregate of $200,000 principal amount of secured, convertible promissory notes (the “First Notes“) previously issued by the Corporation have agreed to convert the principal and interest owing under such notes into 4,612,822 units (“First Note Units“) of the Corporation, a deemed price of $0.05 per First Note Unit (for aggregate consideration of $230,641), in full and final settlement of all principal ($200,000) and interest ($30,641) outstanding under such notes. Each First Note Unit consists of one common share in the capital of the Corporation (“Common Share“) and one common share purchase warrant (“First Note Warrant“), with each such First Note Warrant exercisable for a period of two years from the date of issuance for one additional Common Share of the Corporation at a price equal to $0.10 per share.

Subject to the approval of the TSX Venture Exchange to the conversion of the First Notes as discussed above, the holders of the First Notes have also agreed to exercise all of the First Note Warrants issued to them upon conversion of the First Notes resulting in the issuance of a further 4,612,822 common shares.

Each of the former First Note Holders has further agreed with the Corporation to not sell the Common Shares received upon conversion of the First Notes and exercise of the First Note Warrants, except in limited circumstances. Notwithstanding the foregoing,12.5% of the shares held by each such person will be released from these resale restrictions every 3 months for the next 24 months (with the first release being in June 2021).

The First Notes were issued by the Corporation on July 10, 2020 to fund the activities necessary to have the cease trade order previously issued by the Alberta Securities Commission revoked, to pay certain receivables and for general working capital purposes. The term of the First Notes was two years. The First Notes bore interest at a rate of 24% per annum and were convertible at the option of the holder into First Note Units at a post-consolidation price of $0.05 per First Note Unit in the first year and $0.10 per First Note Unit thereafter.

Conversion of Subsidiary Promissory Notes

The Corporation also announces that, subject to the approval of the TSX Venture Exchange, it will seek to obtain agreement with the arm’s length holders of an aggregate of $140,000 principal amount of unsecured promissory notes (the “Subsidiary Notes“) issued by a wholly-owned subsidiary of the Corporation to the assumption of the obligations under those notes by the Corporation and the issuance of 2,800,000 units (“Subsidiary Note Units“) of the Corporation, at a deemed price of $0.05 per Subsidiary Note Unit, in full and final settlement of all principal and interest outstanding under such notes. Each Subsidiary Note Unit will consist of one Common Share and one and one common share purchase warrant (“Subsidiary Note Warrant“). Each Subsidiary Note Warrant will be exercisable for a period of six months from the date of issuance for one additional Common Share of the Corporation at a price equal to $0.10 per share. Notwithstanding the foregoing, if at any time the volume weighted average trading price of the Common Shares on any Canadian securities exchange on which Common Shares become listed for trading (including the NEX board of the TSX Venture Exchange), for a period of 10 consecutive trading days equals or exceeds $0.20 (the “Acceleration Trigger Date“), the expiry date of the Subsidiary Note Warrants will be automatically accelerated to that date that is 30 Business Days after the Acceleration Trigger Date.

The Subsidiary Notes are due June 30, 2021 and bear no interest. The proceeds of the Subsidiary Notes were used, and are being used, to fund the working capital of the subsidiary, as it seeks business opportunities. All holders of Subsidiary Notes are arm’s length parties to the Corporation.

Conversion of the Subsidiary Notes is subject to certain conditions including execution of definitive binding agreements, the receipt of closing documentation and the approval of the TSX Venture Exchange. There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

Conversion of Payables

The Corporation also announces that, subject to the approval of the TSX Venture Exchange, certain of its directors and officers have agreed to convert $217,933.31 payables owing to those persons (the “Insider Payables“) into common shares at a deemed price of $0.05 per share for an aggregate issuance of 4,359,866 Common Shares. Such amounts are owing to them for services rendered up to February 28, 2021 ($174,400 in aggregate) and for reimbursement of expenses incurred for the benefit of the Corporation ($43,593.31).

Each of the directors and officers has further agreed with the Corporation to not sell the Common Shares received upon conversion of the Insider Payable owed to them, except in limited circumstances. Notwithstanding the foregoing,12.5% of the shares held by each such person will be released from these resale restrictions every 3 months for the next 24 months (with the first release anticipated to be in June 2021.

It is anticipated that the aforementioned transactions with the directors and officers will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the shares to be issued to such insiders will not exceed 25% of the Corporation’s market capitalization at the time the transactions are agreed to.

Conversion of the Insider Payables is subject to certain conditions including execution of definitive binding agreements, the receipt of closing documentation and the approval of the TSX Venture Exchange. There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

Arm’s Length Private Placement

The Corporation also announces that, subject to the approval of the TSX Venture Exchange, it proposes to complete an arm’s length financing of up to 1,020,000 units of the Corporation (“Private Placement Units”) at a price of $0.05 per Unitfor gross proceeds of up to $51,000 (the “Offering“). Each proposed Private Placement Unit consists of one common share of the Corporation (a “Common Share”) and one Common Share purchase warrant of the Corporation (a “Private Placement Warrant”). Each Private Placement Warrant shall entitle the holder thereof to acquire one Common Share in the capital of the Corporation (a “Private Placement Warrant Share”) at an exercise price of $0.10 per Private Placement Warrant Share for a period of six months from closing, subject to adjustment in certain events. Notwithstanding the foregoing, if at any time the volume weighted average trading price of the Common Shares on any other Canadian securities exchange on which Common Shares become listed for trading (including the NEX board of the TSX Venture Exchange), for a period of 10 consecutive trading days equals or exceeds $0.10 (the “Acceleration Trigger Date“), the expiry date of the Private Placement Warrants will be automatically accelerated to that date that is 10 Business Days after the Acceleration Trigger Date.

Closing of the Offering is subject to standard closing conditions including receipt of executed subscription agreements and subscription funds, the availability of prospectus exemptions for each investor and receipt of TSX Venture Exchange approval. There is no guarantee that such closing conditions will be satisfied or that any proceeds will be raised under the Offering.

Bonus Shares

The Corporation further announces that, subject to the approval of the TSX Venture Exchange, it has agreed to pay a bonus to certain of its directors and officers for their services in the event that any securities of the Corporation, or any successor to the Corporation, become listed for trading on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or the London Stock Exchange, provided such person continues to be a director, officer, employee or bona fide consultant off the Corporation on the date of such listing. The bonus to be paid via the issuance an aggregate of 1,000,000 common shares to 5 directors and officers (200,000 each),

About the Corporation

At the present time, the Corporation is not engaged in active business operations.  The Corporation intends to acquire and commercialize consumer focused healthcare technologies that address areas of unmet needs, such as chronic disease management through point-of-care diagnostic medical devices that are connected to patient’s smartphones and virtual continued care platforms. However, to date it has not entered into any binding agreements for such acquisitions and there can be no guarantee that the Corporation will be able to successfully identify, negotiate and complete such acquisitions or raise the necessary financings for such acquisitions or for the development of its business should it be able to complete such acquisitions.

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.

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