Woodbridge Ventures Inc. Provides Further Details on Its Proposed Qualifying Transaction with Jack Nathan Medical Inc.
TORONTO, July 29, 2020 (GLOBE NEWSWIRE) — As previously announced on December 23, 2019, Woodbridge Ventures Inc. (the “Corporation” or “WVI“) (TSXV:WOOD.P) has entered into a letter of intent dated December 20, 2019 (the “LOI“) with Jack Nathan Medical Inc. (“Jack Nathan“) to effect an arm’s length transaction that will result in the reverse takeover of WVI by Jack Nathan (the “Transaction“) to ultimately form the resulting issuer (the “Resulting Issuer“). In conjunction with the closing of the Concurrent Financing (as defined below), the Corporation, Jack Nathan and the securityholders of Jack Nathan will enter into the definitive securities exchange agreement (the “Definitive Agreement“) with respect to the Transaction. It is intended that the Transaction will constitute the Corporation’s “Qualifying Transaction” as such term is defined under the policies of the TSX Venture Exchange (the “TSXV” or the “Exchange“). Upon completion of the Transaction, the Resulting Issuer will operate in the Medical Clinic sector.
The obligations of WVI and Jack Nathan pursuant to the Definitive Agreement shall terminate in certain specified circumstances, including in the event that the Transaction is not completed by November 2, 2020, unless otherwise agreed to by the parties.About Jack Nathan Medical Inc.Jack Nathan, which is an Ontario company incorporated on December 14, 2006 and based in the Province of Ontario, designs, builds and sets-up barrier-free medical and dental clinics for physicians in high-density centers. By creating a patient-centric experience, patients have the opportunity to receive immediate access to quality care in modern state-of-the-art facilities. Since its inception, Jack Nathan has delivered complete and operational turn-key clinics in over 74 Walmart stores across Canada. Its headquarters and registered office is located at 94 Guelph Street, Georgetown, Ontario, L7G 3Z5.Jack Nathan is currently controlled as to 100% collectively by: GKAT Inc. (“GKAT“), an entity existing under the federal laws of Canada and controlled by George Barakat, Jack Nathan’s CEO; and, First Wellington Securities Inc. (“First Wellington“), an entity existing under the province of Ontario and controlled by Mike Marchelletta, President of Jack Nathan.The TransactionThe parties to the Transaction are at arm’s length and, as to the knowledge of the Corporation, no insider, promoter or control person of the Corporation has any material equity ownership or interest in Jack Nathan prior to giving effect to the Transaction. As the Transaction is not a “Non-Arm’s Length Qualifying Transaction” (as such term is defined in TSXV Policy 2.4 – Capital Pool Companies), approval of the Corporation’s shareholders will not be required pursuant to the policies of the TSXV.There are currently an aggregate of 7,876,000 common shares in the capital of WVI (each, a “WVI Common Share“) issued and outstanding, as well as 787,600 stock options and 487,600 broker warrants, each of which is exercisable to acquire one WVI Common Share at an exercise price of $0.10 per share. On or immediately prior to completion of the Transaction, it is anticipated that WVI will effect a consolidation on the basis of three (3) “old” WVI Common Shares to one “new” WVI Common Share (subject to adjustments in certain circumstances (the “Consolidation“) resulting in approximately 2,625,333 post-Consolidation WVI Common Shares.In connection with the Transaction, all outstanding stock options and warrants of WVI will, on a post-Consolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSXV.Upon completion of the Transaction, it is anticipated that existing securityholders of Jack Nathan will be issued 50,000,000 post-Consolidation WVI Common Shares (the “Resulting Issuer Common Shares“) and 10,000,000 restricted voting shares (the “Resulting Issuer Restricted Shares“). The Resulting Issuer Restricted Shares will not carry the right to vote, will rank pari passu with the Resulting Issuer Common Shares with respect to the payment of dividends and distribution of assets on liquidation, and will be convertible at the option of the holder into Resulting Issuer Common Shares on a one-for-one basis subject to satisfaction of the public distribution listing requirements of the Exchange.Concurrent FinancingIn connection with and prior to closing of the Transaction, Jack Nathan proposes to complete a private placement financing with a syndicate of agents led by PI Financial Corp. and Regent Capital Partners Inc., and including Canaccord Genuity Corp. and Eight Capital (together, the “Agents“) of approximately 11,200,000 subscription receipts (the “Subscription Receipts“) at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of approximately $5.6 million (the “Concurrent Financing“). Each Subscription Receipt will automatically convert into one unit (a “Unit“) of Jack Nathan on the satisfaction or waiver of all conditions precedent to the Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the “Release Conditions“), without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit will be comprised of one common share in the capital of Jack Nathan and one-half of one non-transferable common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one common share in the capital of Jack Nathan (each, a “Warrant Share”) at a price of $0.75 per Warrant Share for a period of two years following the closing date of the Concurrent Financing. If, for any consecutive 10 trading days following completion of the Transaction, the volume-weighted average price of the Resulting Issuer Common Shares is equal to or greater than $1.00, the Resulting Issuer may accelerate the expiry date of the Warrants by giving notice to the holders and, in such case, the Warrants will expire on the thirtieth day after the date of such notice.The gross proceeds of the Concurrent Financing (less the Agents’ expenses and 50% of the Commission, as defined below) will be held in escrow pending the satisfaction of the Release Conditions. In the event the event the Transaction does not occur on the date that is 120 days following the final closing date of the Concurrent Financing, the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.Upon completion of the Transaction, each common share and Warrant of Jack Nathan issued pursuant to the Concurrent Financing will automatically be exchanged for one Resulting Issuer Common Share and one warrant of the Resulting Issuer (such warrants to have the same terms as the Warrants) resulting in an effective issue price of $0.50 per Resulting Issuer Common Share.In connection with the Concurrent Financing, the Agents will be entitled to a cash commission (the “Commission“) equal to 7% of the aggregate gross proceeds raised in connection with the Concurrent Financing other than Subscription Receipts sold to those persons set out on the president’s list (the “President’s List“), which shall be no greater than $2,500,000 of Subscription Receipts, and 3.5% of the gross proceeds realized in respect of the sale of Subscription Receipts to persons identified on the President’s List. In addition, the Agents shall be issued non-transferrable compensation options (each, a “Compensation Option“) exercisable for that number of common shares in the capital of Jack Nathan equal to 7% of the number of Subscription Receipts issued pursuant to the Concurrent Financing, other than Subscription Receipts sold to those persons set out on the President’s List, and 3.5% of the number of Subscription Receipts sold to persons on the President’s List, with each Compensation Option exercisable into a common share at a price of $0.50 per share for a period of 24 months from the closing date of the Concurrent Financing. In connection with the Concurrent Financing, the Agents will be entitled to a corporate finance fee of $50,000, which shall be paid in cash and/or common shares in the capital of Jack Nathan (the “Corporate Finance Fee Shares“) as agreed to by the Agents and Jack Nathan at a deemed price equal to $0.50 per Corporate Finance Fee Share. In connection with the closing of the Transaction, the Compensation Options and Corporate Finance Fee Shares will be exchanged for like securities of the Resulting Issuer.The net proceeds of the Concurrent Financing, after giving effect to the Transaction, are expected to be used by the Resulting Issuer for corporate and general working capital purposes.Post Transaction Capital StructureFollowing the completion of the Transaction, the Resulting Issuer Shares shall be held as follows:
Name ChangeOn or immediately prior to the completion of the Transaction, it is anticipated that the Corporation will effect a name change to Jack Nathan Medical Corp. or such other name as may be determined by Jack Nathan and acceptable to the TSXV (the “Name Change“).Proposed Management of the Resulting IssuerIt is the intention of the Corporation and Jack Nathan to establish and maintain a board of directors of the Resulting Issuer (the “Board“) with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence and residency requirements. Upon completion of the Transaction, the board of directors of the Resulting Issuer is expected to be comprised of George Barakat, Michael Marchelletta, Neil Labatte, Anthony DeCristofaro and Blake D. Lyon. Upon completion of the Transaction, all existing officers of the Corporation shall resign and be replaced with officers appointed by the new Board. The following sets out the names and backgrounds of all persons who are expected to be directors and officers of the Resulting Issuer upon closing of the Transaction:George Barakat – Chief Executive Officer and DirectorMr. Barakat is the co-founder and CEO of JNH and Mass Med Media (a digital media company that helps brands engage consumers in large Canadian retail environments). Mr. Barakat has helped shape a new healthcare format by improving access to quality primary care in state-of-the art medical clinics in retail environments across the country. As of the date hereof, Mr. Barakat is an authority in healthcare and business, and has travelled extensively nationally and internationally building and sustaining important global relationships and partnerships. He is also recognized internationally as a speaker at many conferences and events, including the “Walk-in Clinics of BC Association Conference”.Michael Marchelletta – President and DirectorMr. Marchelletta has been the co-founder and President of JNH since its inception. Mr. Marchelletta brings a passion to the organization, with a mandate to improve access to quality healthcare for people around the globe, improve physician earning potential, and to improve the quality of life of physicians. He has dedicated himself to continually enhancing the patient experience by exploring new and innovative ideas and concepts for positive change in the global healthcare landscape. As part of the leadership team, Mr. Marchelletta contributes valuable insight on the company’s strategy, growth transformation and strategic partnerships. Prior to co-founding JNH, Mr. Marchelletta studied economics at York University and took the Canadian Securities Course at the Canadian Securities Institute before devoting 12 years to the investment banking and technology sectors with several Fortune500 companies. Mr. Marchelletta has extensive experience in healthcare and understands the intricacies required to establish and run successful medical practices.Neil Labatte – DirectorMr. Labatte is the founder of Global Dimension Capital, Inc., a real estate and hotel investment advisory firm. He is currently the President and CEO Global Dimension Capital, Inc, serving since 2008, and has been the President and Chief Executive Officer of Talon International Development Inc., a real estate development company since 2013. Mr. Labatte is also a Director of Skyline Investments Inc., a Canadian company specializing in hospitality real estate investment in Canada and the United States. Mr. Labatte currently serves on the boards of BSR REIT (where he serves as Chair), serving since May 2018, and Triovest Inc. since 2013. He was previously a Director of HealthLease Properties REIT (June 2012- December, 2014), Alpha Peak Leisure Inc. (June 2012 – December – 2014) and Holloway Lodging Corporation (May 2014 – June 2014), all current or former TSX-listed entities. Mr. Labatte was also the President and Chief Executive Officer and trustee of the Legacy Hotels REIT (April 2003 – September 2007). Mr. Labatte joined Fairmont Hotels & Resorts in 1997 as Vice President – Acquisitions, and from October 2001 to December 31, 2004 served as Senior Vice President, Real Estate and was a member of the organization’s Executive Committee. Mr. Labatte possesses over 35 years of experience within the real estate sector. For four years prior to joining Fairmont Hotels & Resorts, Mr. Labatte was a founder, principal and board member of AEW Mexico Company, a Dallas, Texas private equity real estate investment management company formed with one of the largest institutional real estate private equity companies in the United States. For the 12 years prior to the formation of AEW Mexico Company, he was involved in the hotel and real estate sectors in the capacity of investment banker and consultant. Mr. Labatte received his B.Sc. and M.Sc. in Finance from the University of Utah. Mr. Labatte played professional hockey with the St. Louis Blues and Salt Lake Golden Eagles from 1977-1982. He was previously CoChairman of the NHL Alumni Association.Anthony DeCristofaro – DirectorMr. DeCristofaro is currently the CEO of Qnext Corp. and brings over 25 years of computer industry experience and three (3) M&A transactions valued at more than CDN$600 million. Previously he was President and CEO of iseemedia Inc. which merged with Synchronica in 2010. He was the President and CEO of MGI Software Corp., which he co-founded and was subsequently sold to Roxio in 2002. Prior to MGI, Mr. DeCristofaro was a founding board member of Delrina and VP/GM of AST Canada and founded NEC Corporation in Canada.Blake D. Lyon – DirectorMr. Lyon has an extensive experience in hotel and resort asset management in Canada and internationally. Before joining Skyline Investments Inc. as CEO, Mr. Lyon served as the CEO of some of the largest family offices in Canada and was responsible for the management of assets totaling $9B. He was also the CFO at Brookfield Asset Management, a position he held for five (5) years.David Berman – Chief Financial OfficerMr. Berman brings over 18 years of experience in the role of CFO, in Canada’s capital markets, having worked as a financial consultant and CFO for several NASDAQ-listed, TSX Venture-listed and private companies during this time. He also brings extensive experience in compliance and mergers and acquisitions for many verticals, including manufacturing, distribution, retail, mobile marketing and online sales.Selected Financial Statement InformationThe following table presents selected information on the financial condition and results of operations for Jack Nathan. Such information is derived from the audited financial statements of Jack Nathan for the financial year ended January 31, 2020.
SponsorshipIn connection with the Transaction, the Corporation intends to apply for an exemption from the sponsorship requirements of the TSXV pursuant to section 3.4(a)(ii) of TSXV Policy 2.2 – Sponsorship and Sponsorship Requirements; however, there is no assurance or guarantee that the TSXV will exempt the Corporation from all or part of the applicable sponsorship requirements.Trading HaltTrading in the WVI Common Shares has been halted and shall remain halted pending closing of the Transaction, subject to the earlier re-commencement of trading only upon TSXV approval and the filing of all required materials with the TSXV as contemplated by its policies.Significant Conditions of ClosingCompletion of the Transaction is subject to a number of conditions including, but not limited to, satisfactory diligence review by each party, TSXV acceptance, the completion of the Consolidation and Name Change and completion of the Concurrent Financing.Insiders of the Resulting IssuerUpon completion of the Transaction and the Concurrent Financing: GKAT Inc. (“GKAT“), an entity existing under the federal laws of Canada and controlled by George Barakat, Jack Nathan’s CEO, is expected to hold approximately 29% of the Resulting Issuer Common Shares and approximately 30% of the total Resulting Issuer Shares (including the Restricted Voting Shares); and, First Wellington Securities Inc. (“First Wellington“), an entity existing under the province of Ontario and controlled by Mike Marchelletta, President of Jack Nathan, is expected to hold approximately 29% of the Resulting Issuer Common Shares and approximately 30% of the total Resulting Issuer Shares (including the Restricted Voting Shares). GKAT and First Wellington are each expected to be an “Insider” and “Control Person” (as each term is defined in the policies of the TSXV). Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the Corporation or Jack Nathan, it is not anticipated that any person will become an insider of the Resulting Issuer as a result or upon completion of the Transaction.Forward-Looking StatementsThis press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws including, but not limited to, statements regarding the plans, intentions, beliefs and current expectations of the Corporation and Jack Nathan with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals; (ii) the proposed structure of the Transaction, including the consideration contemplated thereunder; (iii) the timing for completing the Transaction; (iv) entering into of the Definitive Agreement; (v) the completion of the Concurrent Financing; (vi) completion of the Name Change and Consolidation; (vii) composition of the Board following completion of the Transaction; and (viii) the business plans and expectations of the Resulting Issuer.Investors are cautioned that forward-looking information is not based on historical facts but instead reflects the Corporation and Jack Nathan’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation and Jack Nathan each believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction as anticipated or at all; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the completion of the Concurrent Financing; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations; compliance with government regulation and the costs associated with compliance; costs of developing projects and product opportunities; the risks and uncertainties associated with the medical clinic market; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Corporation and Jack Nathan and/or general market conditions.Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Corporation and Jack Nathan have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Corporation and Jack Nathan do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts or Resulting Issuer Shares in any jurisdiction, nor will there be any offer or sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Subscription Receipts and Resulting Issuer Shares have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and therefore will not be offered or sold within the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.About Woodbridge Ventures Inc.WVI is a CPC governed by the policies of the TSXV. WVI’s principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction.Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.For further information please contact:Raphael Danon, CFO of Woodbridge at email@example.com.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.Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES