Physinorth Announces Annual and Special Meeting of Shareholders Results
MONTREAL, Nov. 20, 2019 (GLOBE NEWSWIRE) — Physinorth Acquisition Corp. (TSXV: PSN.P) (“Physinorth” or the “Corporation”) is pleased to announce the results of its annual and special meeting of shareholders held on November 19, 2019 (the “Meeting”).
A total of 2,753,928 common shares, representing 59.89% of the 4,598,335 issued and outstanding common shares of the Corporation as-at the record date of the Meeting, were voted at the Meeting in person or by proxy. All of the votes casted in person or by proxy by the shareholders of Physinorth approved the proposed qualifying transaction with 6150977 Canada Inc. and its related entities (the “Transaction”), the whole as fully described in the Corporation’s management information circular dated October 21, 2019 and available on the Corporation’s SEDAR profile. Approval of the Transaction was subject to a minority shareholder approval by Physinorth shareholders pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Accordingly, an aggregate amount of 566,664 common shares were excluded from voting in determining whether minority approval for the Transaction was obtained. The Transaction would constitute the Corporation’s Qualifying Transaction pursuant to the applicable policies of the TSX Venture Exchange (the “Exchange”). The Exchange’s final acceptance of the Transaction is subject to the fulfilment by Physinorth of the conditions set forth in the press release of the Corporation dated October 1, 2019 and filed on SEDAR, announcing receipt of the conditional Exchange approval.In addition, the votes casted in person or by proxy by the shareholders of Physinorth unanimously approved a special resolution authorizing Physinorth to change its name to “Premier Health of America Inc.” or such other name as the board of directors of Physinorth may determine, following completion of the Transaction. All nominees of the Corporation were also unanimously elected to act as directors of the resulting issuer for the ensuing year following completion of the Transaction, being namely: Martin Legault, Éric Chouinard, Joseph Cianci, Jean-Robert Pronovost, Marie Laberge, Hubert Marleau, Gilles Seguin and Anne Côté. Lastly, Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants have been re-appointed as auditors of the Corporation and will act as auditors of the resulting issuer upon completion of the Transaction. For Further Information Please Contact:Mr. Jean-Robert Pronovost
Chief Executive Officer
Physinorth Acquisition Corporation Inc.
jrp@capepartners.ca / 514-581-1473Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 Transaction, (ii) an inability or unwillingness of Physinorth of Premier Soin to complete the 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.
A total of 2,753,928 common shares, representing 59.89% of the 4,598,335 issued and outstanding common shares of the Corporation as-at the record date of the Meeting, were voted at the Meeting in person or by proxy. All of the votes casted in person or by proxy by the shareholders of Physinorth approved the proposed qualifying transaction with 6150977 Canada Inc. and its related entities (the “Transaction”), the whole as fully described in the Corporation’s management information circular dated October 21, 2019 and available on the Corporation’s SEDAR profile. Approval of the Transaction was subject to a minority shareholder approval by Physinorth shareholders pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Accordingly, an aggregate amount of 566,664 common shares were excluded from voting in determining whether minority approval for the Transaction was obtained. The Transaction would constitute the Corporation’s Qualifying Transaction pursuant to the applicable policies of the TSX Venture Exchange (the “Exchange”). The Exchange’s final acceptance of the Transaction is subject to the fulfilment by Physinorth of the conditions set forth in the press release of the Corporation dated October 1, 2019 and filed on SEDAR, announcing receipt of the conditional Exchange approval.In addition, the votes casted in person or by proxy by the shareholders of Physinorth unanimously approved a special resolution authorizing Physinorth to change its name to “Premier Health of America Inc.” or such other name as the board of directors of Physinorth may determine, following completion of the Transaction. All nominees of the Corporation were also unanimously elected to act as directors of the resulting issuer for the ensuing year following completion of the Transaction, being namely: Martin Legault, Éric Chouinard, Joseph Cianci, Jean-Robert Pronovost, Marie Laberge, Hubert Marleau, Gilles Seguin and Anne Côté. Lastly, Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants have been re-appointed as auditors of the Corporation and will act as auditors of the resulting issuer upon completion of the Transaction. For Further Information Please Contact:Mr. Jean-Robert Pronovost
Chief Executive Officer
Physinorth Acquisition Corporation Inc.
jrp@capepartners.ca / 514-581-1473Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 Transaction, (ii) an inability or unwillingness of Physinorth of Premier Soin to complete the 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.
