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Highmark Issuance of Common Shares


TORONTO, Nov. 29, 2022 (GLOBE NEWSWIRE) — Highmark Interactive Inc. (TSX-V: HMRK) (the “Company”) announces that it intends to settle C$100,000 of debt (the “Interest Amount”) through the issuance of 1,109,385 common shares in the capital of the Company (“Interest Shares”), representing accrued interest payable under the Trust Indenture dated November 8, 2021, between the Company and TSX Trust Company (as supplemented by a Supplemental Trust Indenture dated November 11, 2021, between the Company and TSX Trust Company, the “Indenture”) and the convertible unsecured subordinated 7.5% debentures of the Company outstanding thereunder (the “Debentures”).

Pursuant to the terms and conditions of the Indenture, the Company may satisfy the Interest Amount by delivering to the holders of Debentures the number of common shares obtained by dividing the Interest Amount by the volume-weighted average trading price of the common shares for the five trading days ending on the trading day that is five business days preceding the relevant interest payment date, being $0.09014 per Interest Share, provided that the interest rate used to calculate interest payable in common shares is 8% rather than 7.5%. Completion of the settlement is subject to obtaining necessary regulatory approvals, including acceptance of the TSXV under TSXV Policy 4.3 — Shares for Debt. The Company is choosing to settle the outstanding indebtedness under the Indenture through the issuance of Common Shares to preserve cash for forward operations.

The Interest Shares will be subject to a statutory hold period of four months plus one day from the date of issuance and are expected to be issued within five business days from November 30, 2022.

About Highmark Interactive

The Company was created to change the paradigm of testing and management for brain and mental health. Its approach is focused on providing real-time data to health providers to support proactive, preventative interventions and targeted care planning to improve health outcomes. In addition to a growing network of virtual, in-person and hybrid clinics, the Company offers the world’s first gamified, FDA cleared patient-led assessments as well as digital clinician-led assessments of neurofunction and balance. Together, the technology is used in more than 350 health organizations globally. By unlocking insights, the Company’s platform enables precision medicine and creates a more contemporary model for delivering better outcomes in medical, mental health and rehabilitation services.

On behalf of Highmark Interactive Inc.

Inder Saini
Chief Financial Officer

For more information visit, or contact:

Highmark Interactive Inc.
Investor Relations

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

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects’, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. The forward-looking statements contained herein may include, but is not limited to, information concerning the expected approval of the TSXV for the satisfaction of the Interest Amount under the Indenture by way of issuing the Interest Shares. Forward-looking statements are based on the Company’s current beliefs and assumptions as to the outcome and timing of future events, including, but not limited to, the expected approval of the TSXV for the issuance of the Interest Shares. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among other things: the benefits and impacts of the debt settlement transaction not being as anticipated, the risk that the TSXV does not approve the debt settlement transaction, and other risks and uncertainties and other such factors as are set forth in the management discussion and analysis and other disclosures of risk factors for the Company, filed on SEDAR at Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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