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 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.
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.
For further information: Mr. Jean-Robert Pronovost, Chief Executive Officer, Physinorth Acquisition Corporation Inc., [email protected]