Premier Health of America Inc. Announces Closing of Qualifying Transaction and Concurrent Brokered Private Placement

Premier Health of America Inc

MONTREAL, Feb. 27, 2020 (GLOBE NEWSWIRE) — Premier Health of America Inc. (formerly known as Physinorth Acquisition Corporation Inc.) (TSXV: PSN.P)) (the “Corporation”) is pleased to announce that on February 25, 2020, it closed its previously announced transaction (the “Transaction”) with 6150977 Canada Inc. and its subsidiary Excel Health Inc., 8961760 Canada Inc. and 10544485 Canada Inc., a group of privately-held Canadian companies, doing business as Groupe Premier Soin (collectively, the “GPS Entities”).
The Transaction consisted of a reverse take-over of Physinorth by the shareholders of the GPS Entities by virtue of the Corporation acquiring 100% of the equity interest of the GPS Entities in exchange for common shares of the Corporation (the “Shares”). In connection with the Transaction, an aggregate of 28,000,000 Shares were issued to the shareholders of the GPS Entities at a price of $0.25 per Share for total deemed value of $7,000,000. The Transaction constituted the Corporation’s “Qualifying Transaction”, as such term is defined in policy 2.4 of the TSX Venture Exchange (the “Exchange”).In the context of the Transaction, the Corporation changed its name from “Physinorth Acquisition Corporation Inc.” to “Premier Health of America Inc.”.As a result of the Transaction, the GPS Entities are now wholly-owned subsidiaries of the Corporation and the Corporation will continue the business of the GPS Entities, which consists in providing staffing services and focusing on providing independent labour force to the healthcare sector, initially providing services directly to hospitals and institutions. The GPS Entities have 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 GPS Entities’ proprietary PSweb™ platform developed with the objective to optimize and streamline the business to customer relationship and product offering through the use of business process automation and business intelligence applications. For additional information concerning the GPS Entities’ business, please refer to the Corporation’s information circular with respect to the Transaction dated October 21, 2019 (the “Information Circular”), which has been filed under the Corporation’s SEDAR profile at www.sedar.com.PRIVATE PLACEMENTConcurrently to the Transaction, the Corporation is pleased to announce that it has concurrently completed, on February 21, 2020, its brokered private placement. Additional information regarding the concurrent private placement is available in the press release disseminated by the Corporation on February 25, 2020, (the “Private Placement Press Release”) which is hereby incorporated by reference.QUALIFYING TRANSACTIONPrior to the Transaction, the Corporation was a Capital Pool Company (as defined under the policies of the Exchange) and had not commenced commercial operations other than identifying and evaluating potential business acquisitions that would qualify as its Qualifying Transaction and had no assets other than cash. The Exchange granted a sponsorship waiver for this Qualifying Transaction.Final acceptance of the Transaction will occur upon the issuance of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final Exchange Bulletin, the Corporation will cease to be a Capital Pool Company and will recommence trading on the Exchange as a Tier 2 industrial issuer. Trading in the common shares of the Corporation will begin on the Exchange under the symbol “PHA”, after the Final Exchange Bulletin has been issued, on or about March 3, 2020.Following the completion of the Transaction (on a post-acquisition basis) and in addition to the securities issued as disclosed in the Private Placement Press Release, the Corporation has a total of 38,432,770 Shares issued and outstanding, as well as: (i) Shares purchase warrants exercisable to purchase up to 225,160 additional Shares at an exercise price of $0.15 per Share until December 24, 2020; and (ii) 3,843,227 outstanding stock options exercisable to purchase up to 3,843,227 Shares at an exercise price of $0.25 per Share. Such amount comprises 459,832 options to acquire 459,832 Shares issued as of the date hereof, and 857,000 options to acquire 857,000 Shares granted to Directors and Officers of the Corporation in connection with the Transaction. A balance of 2,526,445 options is remaining to be granted under the Corporation’s stock option plan.An aggregate of 25,168,000 Shares are subject to escrow pursuant to a Tier 2 Surplus Escrow Agreement, and an aggregate of 857,000 stock options to acquire 857,000 Shares are subject to escrow pursuant to a Tier 2 Surplus Escrow Agreement.An aggregate of 2,832,000 Shares issued to principals pursuant to the Transaction will be subject to a Tier 2 Value Escrow Agreement.As a result of the closing of the Transaction, the directors and executive officers of the Corporation are expected to be:
Further details about the Transaction and the Corporation as the resulting issuer from the closing of the Transaction are available in the Information Circular. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Information Circular.
Forward-Looking InformationThis press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.For Further Information Please Contact:Mr. Jean-Robert Pronovost
Vice-President, Business Development
Premier Health of America Inc.
(formerly known as Physinorth Acquisition Corporation Inc.)
jrp@capepartners.ca / 514-581-1473
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedar.com.
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