Toronto, Ontario, February 11, 2014 – On January 31, 2014, Open Source Health Inc. (the "Company") completed a reverse take-over transaction (the "Transaction") pursuant to which it acquired all of the issued and outstanding common shares (the "OSHC Shares") of Open Source Health Corporation ("OSHC"). The acquisition price for each outstanding OSHC Share was $0.50 per OSHC Share which was satisfied by the delivery of a unit comprised of one common share of the Company (the "Common Shares") and one half of one common share purchase warrant of the Company that is exercisable to purchase one Common Share for a period of one year from the date of issuance at a price of $0.85 per Common Share. The Company also exchanged, on a one for one basis, all of the other outstanding warrants and options of OSHC for warrants and options of the Company.
As a result of the exchange of securities that occurred as part of the Transaction, Sonya Satveit, the new President and Chief Executive Officer of the Company, acquired 5,000,000 Common Shares and 2,500,000 common share purchase warrants. She was also granted 100,000 options in exchange for her OSHC options. Ms. Sonya Satveit beneficially owns securities representing 55.3% of the currently issued and outstanding Common Shares and 65.3% on a partially diluted basis (assuming the full exercise of her warrants and options only).
In connection with the Transaction, Ms. Sonya Satveit entered into escrow arrangements pursuant to which 10% of her Common Shares and 10% of her options were immediately released from escrow upon the completion of the Transaction and an additional 15% of such securities will be released from escrow every six months thereafter over a period of 36 months. No escrow requirements have been imposed on her warrants or the Common Shares underlying such warrants.
Other than as described below, Ms. Sonya Satveit acquired the Common Shares for investment purposes. Ms. Sonya Satveit may increase or decrease her position in the Company in the future as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with applicable securities legislation and the terms of applicable escrow requirements. Early warning reports with additional information in respect of these acquisition will be filed on and can be obtained from SEDAR at www.sedar.com.
In order to facilitate the ongoing financing of the Company, Ms. Satveit has entered into an automatic securities disposition plan in accordance with the guidance provided in OSC Staff Notice 55-701, pursuant to which her warrants may be automatically exercised and the underlying shares sold in block trades to accredited investors. All trades will be reported on SEDI in the normal course.
The Common Shares issued pursuant to the Transaction were exempted from the prospectus requirements of applicable securities laws under the take-over bid exemption set out in section 2.16 of National Instrument 45-106 – Prospectus and Registration Exemptions.
Further information on the Transaction is set out in the Company’s listing statement dated February 6, 2014 available on SEDAR at www.sedar.com.
For more information, please contact:
Chief Executive Officer
1129-36 Blue Jays Way
Toronto ON, Canada, M5V 3T3