MONTREAL, July 3, 2019 /CNW Telbec/ - Phisynorth
Acquisition Corp. (TSXV: PSN.P) ("Physinorth"), a capital
pool company, is pleased to provide details with respect to the
proposed qualifying transaction (the "Transaction") with
6150977 Canada Inc. and its related entities, a group of
privately-held Canadian companies doing business as Groupe Premier
Soin ("Premier Soin") pursuant to the terms of a
letter of intent signed with on February 8, 2019, as amended on May 8, 2019. The Transaction was previously
announced on February 11, 2019 (the
"LOI").
Pursuant to the LOI, Physinorth and Premier Soin will effect a
transaction that will result in a reverse take-over of Physinorth
by the shareholders of by virtue of acquiring 100% of the equity
interest of to ultimately form the resulting issuer (the
"Resulting Issuer").
Upon completion of the Transaction, it is the intention of the
parties that the Resulting Issuer will continue the business of
Premier Soin. Pursuant to the terms of the LOI and subject to
completion of certain conditions precedent, Physinorth intends that
the Transaction will qualify as its "Qualifying Transaction" as
such term is defined in Policy 2.4 of the TSX Venture Exchange (the
"Exchange").
About Groupe Premier Soin
Premier Soin has developed a specialized healthcare services
platform that provides an effective and comprehensive range of
staffing and outsourced services solutions for healthcare needs to
governments, corporations, and individuals. Services are provided
through Premier Soin's proprietary PSweb™ platform developed with
the objective to optimize and streamline the business to business,
and business to customer relationship and product Private Placement
through the use of business process automation and business
intelligence applications. Premier Soin's strategy combines
rigorous business protocols imbedded in an efficient software
platform, a proficient response team, and a large database of
qualified of pre-screened professionals.
The main features of the service Private Placement include a
24/7 Request dispatch centre where requests are handled by
experienced technicians, ensuring prompt placement of the right
resource, specific hiring protocols to ensure all resources have
the necessary personal and professional skills, ongoing
professional training designed to keep professionals current with
their respective certifications and quality control protocols and
monitoring tools to ensure quality of care, customer satisfaction
and the continuing improvement of services.
Premier Soin aims to extend its reach in the healthcare sector
by developing additional business segments using its existing
platform and similar protocols to create a wide spectrum
multi-segments healthcare services provider. Premier Soin has
identified business verticals where its platform can be adapted
easily and fill important gaps in service quality and believes that
diversifying into different business verticals will increase
optimization possibilities for the placement of existing resources
in its database.
For more information please visit Premier Soin's website at
https://www.premiersoin.ca.
Based on the audited financial statements of Premier Soin for
the year ended September 30, 2018,
Premier Soin had total assets of approximately C$5.0 million, total liabilities of approximately
C$4.0 million and a shareholders'
equity of approximately C$1.0
million. As at March 31, 2019,
Premier Soin 's unaudited interim financial statements indicate
that Premier Soin had total assets of approximately C$5.1 million, total liabilities of approximately
C$4.0 million, and a shareholders'
equity of approximately C$1.1
million. For the six month period ended March 31, 2019, Premier Soin had revenues of
C$5.8 million and a net income of
C$0.1 million.
Details of the Proposed Transaction and Concurrent
Financing
Pursuant to the Transaction, Physinorth and Premier Soin will
combine their businesses. The Transaction will effectively provide
for the acquisition of all the outstanding equity interests of
Premier Soin by Physinorth in a transaction in which the
shareholders of Premier Soin will be issued Resulting Issuer
shares.
Concurrently with the closing of the Transaction, Physinorth
intends to conduct a Private Placement of Common Share units (the
"Units") for gross proceeds to the Resulting Issuer of a
minimum of $1,000,000 and a maximum
of $1,5000,000 (the "Private
Placement"), in accordance with the policies of the Exchange.
Each Unit shall be comprised of one common share in the capital of
the Resulting Issuer (a "Common Share") and on half (1/2)
Common Share purchase warrant (each, a "Warrant"). Each
whole Warrant will entitle its holder to purchase one Common Share
at a price of $0.35 per share for a
period of twenty four (24) months following the closing of the
Private Placement.
After closing of the Transaction, the Resulting Issuer will have
an aggregate of 40,598,335 issued and outstanding Resulting Issuer
shares, assuming the closing of a minimum Private Placement, and an
aggregate of 42,598,335 issued and outstanding Resulting Issuer
shares assuming the closing of a maximum Private Placement, on a
non-diluted basis.
Assuming the closing of a minimum Private Placement, the
outstanding share capital of the Resulting Issuer will be comprised
of 4,598,335 Resulting Issuer shares or 11.3% held by the
shareholders of Physinorth (10.8% for a maximum Private Placement),
32,000,000 Resulting Issuer shares or 78.9% held by the
shareholders of Premier Soin (75.1% for a maximum Private
Placement), and 4,000,000 Resulting Issuer shares or 9.8% held
subscribers to the Private Placement (6,000,000 Resulting Issuer
shares or 14.1% for a maximum Private Placement).
Martin Legault, President and
Chief Executive Officer of the Resulting Issuer will directly or
indirectly hold 30,000,000 Resulting Issuer shares, which
individually represents an aggregate of 73.89% of the total voting
power of the Resulting Issuer assuming completion of the minimum
Private Placement, and an aggregate of 70.42% of the total voting
power of the Resulting Issuer assuming completion of the maximum
Private Placement. No other person will beneficially own, directly
or indirectly, or exercise control or direction over, more than 10%
of the voting rights attached to all of the outstanding Resulting
Issuer shares after the completion of the proposed Qualifying
Transaction and the Private Placement.
In addition, assuming the closing of a minimum Private
Placement, the Resulting Issuer will have 459,832 options to
acquire 459,832 Resulting Issuer shares at an exercise price of
$0.15 per share under existing
Physinorth options, 3,600,001 options to acquire 3,600,001
Resulting Issuer shares at an exercise price of $0.225 per share until August 2024 granted to directors and management
of the Resulting Issuer following the completion of the proposed
Qualifying Transaction, 225,160 warrants to acquire 225,160
Resulting Issuer shares at an exercise price of $0.15 per share until December 2020 under existing Physinorth warrants,
400,000 broker warrants to acquire 400,000 Resulting Issuer shares
at an exercise price of $0.25 per
share for a period of thirty six (36) months from the Closing date
(600,000 Broker Warrants to acquire 600,000 Resulting Issuer shares
assuming the closing of a maximum Private Placement), and 2,000,000
Warrants to acquire 2,000,000 Resulting Issuer shares (3,000,000
Warrants to acquire 3,000,000 Resulting Issuer shares assuming the
closing of a maximum Private Placement) at an exercise price of
$0.35 for a period of twenty four
(24) months following the closing date outstanding Warrants
offered pursuant to the Private Placement. Physinorth will issue to
Leede Jones Gable (the "Agent"), as broker to the Private
Placement, at the closing date of the Private Placement,
non-transferrable broker warrants (the "Broker Warrants")
for the purchase of a number of Units equal to 10% of the number of
Units subscribed under the Private Placement, with each Broker
Warrant entitling its holder thereof to subscribe to one Resulting
Issuer share at a price of $0.25 per
Resulting Issuer share for a period of thirty six (36) months
following the closing of the Private Placement, and one half (1/2)
warrant, with each whole warrant being exercisable at a price of
$0.35 for a period of thirty-six (36)
months from the closing date of the Private Placement. In addition,
Physinorth will pay the Agent a one-time corporate finance fee of
$25,000 plus applicable taxes as well
as a cash commission equal to 10% of the gross proceeds of the
Private Placement. Physinorth will also reimburse the Agent's
reasonable legal fees up to $35,000.
Physinorth's completion of the proposed Qualifying Transaction is
conditional upon the closing of the Private Placement.
Funds raised with the Private Placement will be used to finance
the costs related to the proposed Qualifying Transaction and the
Private Placement, to pay the Agent's cash commission, to acquire
vehicles for the transportation division of Premier Soin, to
finance software development expenses and for general working
capital purposes.
The Transaction will not constitute a "Non-Arm's Length
Qualifying Transaction" (as such term is defined by the Exchange).
In addition, the Transaction is not a "related party transaction"
as such term is defined by Multilateral Instrument 61-101
(Protection of Minority Security Holders in Special Transactions)
and is not subject to Policy 5.9 of the Exchange. As a result, no
meeting of the shareholders of Physinorth is required pursuant to
Policy 2.4 of the Exchange or securities laws.
The Resulting Issuer
The Resulting Issuer will be an Industrial/Technology/Life
Sciences issuer under the policies of the Exchange. Concurrent with
the completion of the Transaction, certain directors or officers of
Physinorth will resign and be replaced by nominees put forth by
Premier Soin. The following individuals are expected to be
appointed as new directors and/or officers of Premier Soin pursuant
to the Transaction:
Martin Legault, Chief
Executive Officer and Director
Mr. Legault has 22 years of experience managing and growing
several businesses successfully. He previously headed an human
resources department where he oversaw 560 employees, while managing
operations at more than 17 outlets. Mr. Legault has managed Premier
Soin's customers relationships from the very start and handles
commercial and operational matters with each of them to ensure
their needs are understood and met. He is also involved in business
development and the company's strategic orientations. His work is
marked by a strong sense of organization, effective decision-making
and dedication.
Eric Chouinard, Chairman of
the Board of Directors
Mr. Chouinard holds a Bachelor of Business Administration
(B.B.A.), Accounting & Finance. He is the Founder &
Chairman of the Board of iWeb, which was sold to Internap for
156M USD. Mr. Chouinard is also the
Founder & Investor of Wealthica, connecting your financial
dots. He is part of the Young Presidents Organization. He is an
Entrepreneur in Residence and coach at École entrepreneurship de
Beauce, and he sits on the Advisory Board Member of
SuccesFinder.
Joseph Chianci, Chief Financial Officer, Treasurer and
Director
CPA, CA since 1986 & presently manages his Chartered
Professional Accountant's practice. Mr. Cianci has an extensive
experience in banking, finance, taxation and management advisory
services through his experience at DBO Dunwoody, Raymond Chabot Grant Thornton and previous
position overt the past 35 years as Chief Financial Officer of a
Financial Services Trust.
Marie Laberge,
Director
Ms. Laberge holds a Bachelor of Business Administration &
M.Sc. Option finance from HEC. She was a Senior Director of
Banque ABN du Canada, a Senior
Director of Credit Suisse First Boston, BMO & Bank of
Montreal, and a Vice President of
BAYERN LB (Baverische Landesbank), the second largest Landesbank in
Germany with over 400 billion euro assets.
Hubert Marleau,
Director
Economist and co-founder of Palos Management, Hubert has over 45
years of experience in the financial community where he held senior
roles at Nesbitt Burns and Levesque
Beaubien. Hubert was also Governor of the Toronto, Montreal and Vancouver Stock Exchanges and has
acted as board member of over 50 publicly listed companies.
Jean-Robert Pronovost,
Director
Founder of private equity firm Cape Partners Inc., Jean-Robert
was previously a partner and co-founder of a family office venture
capital fund with investments in Canada, the United
States and Europe, spent
four years at Credit Suisse First Boston advising on large mergers
and acquisitions and worked six years at the Caisse de Dépôt et
Placement du Quebec.
Gilles Seguin,
Director
Head of the securities law team at BCF, Gilles Seguin sits as the Vice-Chaiman of the
board of BCF Business Law. Renowned as the leading Québec expert in
Exempt Market Securities, Mr. Seguin specializes in securities law,
mergers and acquisitions, and corporate law. He also has extensive
experience in takeover bids, public Private Placements, and private
placements.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool
company is required by the Exchange unless exempt in accordance
with Exchange's policies. Physinorth intends on applying for an
exemption from the sponsorship requirements under subsection
3.4(a)(ii) of Policy 2.2 of the Exchange's Corporate Finance
Manual, however, there is no assurance that Physinorth will
ultimately obtain this exemption.
About Physinorth
Physinorth Acquisition Corporation Inc. was incorporated on
July 13, 2017 under the CBCA and
its principal business activity is to identify and evaluate
opportunities for acquisition of assets or business.
On July 13, 2017, Physinorth
issued an aggregate of 2,053,335 common shares at a price of
$0.075 per share for gross cash
proceeds of $154,000 to its founders.
On October 17, 2017, articles of
amendment were issued to, inter alia, remove the private issuer
provisions and the restrictions on share transfers.
Physinorth is classified as a Capital Pool Company (as such term
is defined in the Exchange Policy). It completed its initial public
Private Placement on December 21,
2018 by issuing a total 2,551,600 common shares in its
capital at a price of $0.15 per share
for gross proceeds of $382,740 and
began trading on the Exchange under the stock symbol "PSN.P" on
December 24, 2018. Jitneytrade Inc.
acted as broker in connection with the initial public Private
Placement and received an option to acquire 10% of the aggregate
number of shares sold pursuant to the Private Placement for a
period of 24 months from the date of listing of the common shares
on the Exchange at an exercise price of $0.15 per common share.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the
transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not
limited to, statements with respect to: the terms and conditions of
the proposed Transaction; the terms and conditions of the proposed
Private Placement; use of funds; and the business and operations of
the Resulting Issuer after the proposed Transaction.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; delay or failure to receive board,
shareholder or regulatory approvals; and the ability of the
Resulting Issuer to execute and achieve its business objectives.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Physinorth and Premier Soin disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. Factors that could cause actual results
to differ materially from expectations include (i) the inability of
Physinorth and Premier Soin to obtain the necessary approvals for
the qualifying transaction, (ii) an inability or unwillingness of
Physinorth of Premier Soin to complete the qualifying transaction
for whatever reason, (iii) an inability to secure subscribers or
obtain funds under the Private Placement and (iv) generally, an
inability of Physinorth to develop and implement a successful
business plan for any reason. These factors and others are more
fully discussed in the filings of Physinorth with Canadian
securities regulatory authorities available at www.sedar.com.
SOURCE Physinorth Acquisition Corporation Inc.