Calgary, Alberta–(Newsfile Corp. – March 16, 2021) – Colson Capital Corp. (TSXV: COLS.P) (“Colson” or the “Company“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“), and Pathway Health Corp. (“Pathway“), a subsidiary of The Clinic Network Canada Inc., are pleased to announce that Pathway has completed the previously announced private placement (the “Private Placement“) in connection with the previously announced proposed reverse take-over of the Company by Pathway (the “Qualifying Transaction“).
The Private Placement was made through a syndicate of agents, led by Canaccord Genuity Corp., and included iA Private Wealth Inc. and Leede Jones Gable Inc. (collectively, the “Agents“). Pursuant to the Private Placement, Pathway issued 27,600,000 subscription receipts (the “Subscription Receipts“) at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of $13,800,000. The gross proceeds from the Private Placement less a portion of the fees and expenses of the Agents (the “Escrowed Funds”) have been delivered to AST Trust Company (Canada) (“AST“), as subscription receipt agent. The Escrowed Funds shall be held by AST until the waiver and/or satisfaction of certain escrow release conditions, including, but not limited to, the completion, satisfaction or waiver of all conditions precedent to the Qualifying Transaction (other than the release of the Escrowed Funds), the receipt of all shareholder and regulatory approvals required for the Qualifying Transaction and other customary escrow conditions for a transaction of this nature as described in the Company’s press release dated February 2, 2021 (the “Escrow Release Conditions“).
The Private Placement was completed in connection with the Qualifying Transaction between the Company and Pathway, initially announced on November 30, 2020 and updated on February 2, 2021. Subject to approval by the Exchange, the Qualifying Transaction will be completed by way of a share exchange agreement dated January 29, 2021 between the Company, Pathway and each of its securityholders (the “Share Exchange Agreement“). Pursuant to the Share Exchange Agreement, the Company shall purchase all of the issued and outstanding shares of Pathway in exchange for the issuance of post-consolidation common shares in the capital of the Company, resulting in the reverse take-over of Colson by Pathway to form the resulting issuer (the “Resulting Issuer“). Upon completion of the Qualifying Transaction, it is the intention of the parties that the Resulting Issuer will continue on the business of Pathway.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration, for units (“Units“) of Pathway, each Unit will be comprised of one Class A share of Pathway (each a “Pathway Share“) and one-half of a Pathway Share purchase warrant (each whole Pathway Share purchase warrant, a “Pathway Warrant“). Each Pathway Share and each Pathway Warrant will, in accordance with the Share Exchange Agreement, subsequently be exchanged for one common share of the Resulting Issuer (“Resulting Issuer Shares“) and one common share purchase warrant of the Resulting Issuer (“Resulting Issuer Warrants“). In addition, the Agent’s Warrants will also be exchanged for equivalent instruments of the Resulting Issuer exercisable for Resulting Issuer Shares.
Aside from: Kim Wei, an officer of Pathway, and his spouse; Wayne Cockburn, an officer of Pathway; Ken Yoon, an officer of Pathway; and Aura Balboa, an officer of Pathway, none of the Non-Arm’s Length Parties (such term as defined in the policies of the Exchange) to the Company and Pathway participated in the Private Placement.
A portion of the net proceeds raised from the Private Placement will be used by Pathway to pay a promissory note in relation to the acquisition of assets from The Clinic Network Canada Inc. and the remainder will be used for general working capital.
For further information, please contact:
Colson Capital Corp.
Murray Moore, CFO, Corporate Secretary and Director
Telephone: (403) 471-4039
Pathway Health Corp.
Wayne Cockburn, President
Telephone: (905) 505-0770
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Qualifying 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 Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 Qualifying 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 Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Company after completion of the proposed Qualifying 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 that 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 results of operations. 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. Colson and Pathway 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.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press Release.
Not for distribution in the U.S. or to U.S. newswire services.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/77505