NLH Nova Leap Health Corp

NOVA LEAP HEALTH CORP. (TSXV: NLH) (OTC: NVLPF) (“Nova Leap” or the “Company”), a growing home health care organization, will undertake a non-brokered private placement to raise up to $2.5 million (the “Offering”) through the issuance of up to 7,142,857 common shares of the Company (“Common Shares”) at a price of $0.35 per Common Share.

The Offering subscription price of $0.35 represents a premium of 9.4% to the August 23, 2022 closing price of $0.32 for the Common Shares on the TSX Venture Exchange.

Insiders are expected to subscribe for up to $1,960,000 of the Offering.

In connection with the Offering, Nova Leap may pay a cash finder’s fee of up to 6% of any non-insider proceeds raised from the Offering. The proceeds from the Offering will be used for working capital, acquisition and expansion purposes.

President & CEO’s Comments

“This financing sets the Company up well as we enter the latter part of the year,” said Chris Dobbin, President & CEO of Nova Leap. “There are several reasons why we are undertaking the financing at this time.

“The capital markets have been challenging for smaller companies, particularly in the micro-cap space. Regardless of current market conditions, this insider led financing being done at a premium to the market, with no risk of warrant overhang, demonstrates the commitment and confidence in the long-term trajectory of the Company by our directors, executive team and other insiders. The financing may serve as a catalyst to attract other long-term investors who share our view of a compelling investment opportunity.

“In my Q2 remarks, I alluded to some of the operational changes we have made to the business to address the current environment. We expect those changes to benefit the Company with improved financial performance and cash flow.

“For Nova Leap, a little goes a long way. While this is a small financing, four out of the five bank acquisition facilities that we took on during a significant period of growth from 2017-2018, will be fully repaid between September 2022 and September 2023. As the four debt facilities are being extinguished in Q3 2022, Q1 2023, Q2 2023 and Q3 2023 respectively, we expect a meaningful improvement to cash flows and further access to leverage for acquisitions, where circumstances warrant.

“The opportunity for acquisitions and expansion remains as compelling as it has since we started the business.”

Closing of the Offering is expected to occur on or about September 2, 2022. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange. The Common Shares issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Nova Leap

Nova Leap is an acquisitive home health care services company operating in one of the fastest-growing industries in the U.S. & Canada. The Company performs a vital role within the continuum of care with an individual and family centered focus, particularly those requiring dementia care. Nova Leap achieved the #42 ranking on the 2021 Report on Business ranking of Canada’s Top Growing Companies, the #2 ranking on the 2020 Report on Business ranking of Canada’s Top Growing Companies and the #10 Ranking in the 2019 TSX Venture 50™ in the Clean Technology & Life Sciences sector. The Company is geographically diversified with operations in 11 different U.S. states within the New England, Southeastern, South Central and Midwest regions as well as in Nova Scotia, Canada.

FORWARD LOOKING INFORMATION:

Certain information in this press release may contain forward-looking statements, such as statements regarding the expected closing of and the anticipated use of the proceeds from the Offering, expected benefits of the Company’s operational changes, acquisition and expansion plans, and future access to leverage for acquisitions. This information is based on current expectations and assumptions, including assumptions described elsewhere in this release and those concerning general economic and market conditions, obtaining necessary approvals for the Offering, and the availability of desirable acquisition targets and financing to fund such acquisitions, that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Risks that could cause results to differ from those stated in the forward-looking statements in this release include those relating to the ability to complete the Offering on the terms described above, the impact of the COVID-19 pandemic or any recurrence, staff and supply shortages, regulatory changes affecting the home care industry or government programs utilized by the Company, other unexpected increases in operating costs and competition from other service providers. All forward-looking statements, including any financial outlook or future-oriented financial information, contained in this press release are made as of the date of this release and included for the purpose of providing information about management's current expectations and plans relating to the future, and these statements may not be appropriate for other purposes. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

CAUTIONARY STATEMENT:

Neither 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.

For further information:

Chris Dobbin, CPA, CA, ICD.D
Director, President and CEO Nova Leap Health Corp.
T: 902 401 9480
E:cdobbin@novaleaphealth.com