Mr. Eugene Cherny reports

CHEELCARE INC. (FORMERLY DEPARTURE BAY CAPITAL CORP.) AND 9302204 CANADA INC. ANNOUNCE CLOSING OF QUALIFYING TRANSACTION

Cheelcare Inc. (formerly Departure Bay Capital Corp.) has closed its previously announced qualifying transaction with 9302204 Canada Inc. pursuant to Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange on July 7, 2025. Cheelcare expects to resume trading on the TSX-V at market open on or about July 16, 2025, under the symbol CHER. Cheelcare's new Cusip number will be 16308C108 and its new ISIN (international securities identification number) will be CA16308C1086. Former registered holders of preconsolidation common shares of Cheelcare are not required to take any action. The corporation's transfer agent, TSX Trust, will automatically update the share register to reflect the postconsolidation common shares, and the updated holdings will be reflected in due course.

In conjunction with the closing of the transaction, the corporation:

 

  • Changed its name from Departure Bay Capital to Cheelcare;
  • Effected a share consolidation on the basis of three preconsolidation common shares for one postconsolidation common share;
  • Closed a non-brokered private placement for gross proceeds of $3.5-million for 4,666,666 subscription receipts, which converted into 4,666,666 listed shares at 75 cents per share and 2,333,333 warrants exercisable at $1.50 for a two-year term;
  • Closed a non-brokered private placement of convertible debentures for gross proceeds of $502,999.50;
  • Converted all of its outstanding convertible debentures into 2,440,874 listed shares at a price of 56.25 cents per share (comprising 894,217 listed shares to previous holders of Cheelcare debentures and 1,546,657 listed shares to subscribers in the debenture private placement);
  • Issued 499,512 shares to settle accrued interest owing to 24 creditors under Cheelcare debentures, including 38,432 shares to four non-arm's-length parties at a deemed price of 56.25 cents per share.

 

Cheelcare will be classified as a Tier 2 technology issuer. Upon resumption of trading, there will be 19,629,070 common shares of Cheelcare issued and outstanding on a non-diluted basis; 1.5 million Cheelcare shares are held by former holders of common shares of Departure Bay Capital, 4,666,666 Cheelcare shares are held by former holders of subscription receipts of 9302204 Canada Inc., 2,940,386 Cheelcare shares are held by former holders of the of Cheelcare debentures (comprising 2,440,874 Cheelcare shares in respect of the principal amount and 499,512 Cheelcare shares issued in settlement of accrued interest), and 10,522,018 Cheelcare shares are held by former holders of common shares of 9302204 Canada.

Escrowed securities

The following table summarizes the securities of Cheelcare held by its directors and officers, which are subject to escrow following the completion of the transaction in accordance with Section 1.3 of TSX-V Policy 5.4.

The following table summarizes the securities of Cheelcare subject to seed share resale restrictions following the completion of the transaction in accordance with Section 10 of Policy 5.4.

Following completion of the transaction, securities summarized in the above tables will be escrowed in accordance with TSX-V policies and applicable securities laws as follows.

For further details with respect to the transaction, refer to the filing statement dated June 27, 2025, and the press releases of Cheelcare dated Feb. 26, 2025, and June 30, 2025, available on SEDAR+.

About Cheelcare Inc.

Cheelcare is a forward-thinking assistive technology company founded out of a personal commitment to improve the lives of individuals with physical disabilities. Recognizing a gap in the market for mobility devices that combine advanced functionality with modern, dignified design, Cheelcare is dedicated to creating products that empower users and enhance their quality of life. The company develops, manufactures and distributes three innovative lines of assistive mobility devices: robotic complex rehab power wheelchairs, the Companion line of power add-ons for manual wheelchairs and a range of essential wheelchair accessories.

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