TORONTO, Dec. 20, 2018 /CNW/ - Mr. William M. Tatham issues this press release pursuant to Part 3 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues with respect to Tatham Family Holdings II Ltd. (the "Shareholder"), a holding company incorporated in Ontario with its head office at 10 York Mills, Toronto, Ontario and controlled by Mr. Tatham.
On December 19, 2018, pursuant to a private placement, the Shareholder acquired 2,800,000 common shares (the "Common Shares") in the capital of NexJ Health Holdings Inc. ("NexJ Health Holdings" or the "Company"), a provider of patient engagement solutions for chronic disease management with its head office at 10 York Mills Road, Suite 700, Toronto, Ontario M2P 2G4, at a deemed issue price of $0.25 per Common Share, representing approximately 7.70% of the Common Shares outstanding immediately prior to the Transaction (as defined herein). The Common Shares were acquired by the Shareholder following conversion of an aggregate principal amount of $700,000 of the amounts owing by the Company to the Shareholder (the "Transaction") pursuant to certain bridge loans entered made by the Shareholder to the Company, such bridge loans being, prior to the Transaction, in the aggregate principal amount of $1,455,000 (the "Bridge Loans"). Immediately prior to the Transaction, the Mr. Tatham owned or controlled, directly and indirectly, 10,480,503 Common Shares (representing approximately 28.82% of the outstanding Common Shares before giving effect to the Transaction). After giving effect to the Transaction, Mr. Tatham owns and controls an aggregate of 13,280,503 Common Shares, representing approximately 33.91% of the currently issued and outstanding Common Shares, and an increase of approximately 26.72% over the previous number of Common Shares owned and controlled prior to the Transaction.
The Shareholder expects to convert the remaining aggregate principal amount of the Bridge Loans into Common Shares in the future on terms that may be agreed between the Shareholder and the Company.
As of December 19, 2018, including the Conversion Shares, the Company has 39,164,727 issued and outstanding Common Shares.
Mr. Tatham acquired the Common Shares for investment purposes, and may, in the future depending on market and other conditions, increase or decrease their ownership, control or direction over Common Shares in the capital of NexJ Health Holdings in accordance with applicable securities laws.
A copy of the early warning report filed in connection with this acquisition of Common Shares by Mr. Tatham will be made available on SEDAR (www.sedar.com).
SOURCE Tatham Family Holdings II Ltd.
For further information: A copy of the early warning report may also be obtained by calling Errol Singer at 416-222-5611