Early Warning News Release

This press release is issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Toronto, Ontario–(Newsfile Corp. – May 10, 2021) – Greg Wilson (“Wilson“), Jason I. Goldman Professional Corporation (“JGPC“), Marc Lustig (“Lustig“) and Rajiv Bhatia (“Bhatia“) (collectively, the “Reporters“) announce that, immediately following completion of the Business Combination (as defined below), each Reporter’s deemed beneficial ownership of subordinate voting shares (“Subordinate Shares“) and subordinate voting share purchase warrants (“Subordinate Warrants“) of Wesana Health Holdings Inc. (formerly, Debut Diamonds Inc.) (the “Company“) decreased to below 10% on an undiluted and partially-diluted basis.

The transaction giving rise to this press release was the completion of a business combination (the “Business Combination“) that resulted in a reverse takeover of the Company by the securityholders of Wesana Health Inc. (“Private Wesana“) on May 6, 2021. The closing of the Business Combination resulted in a change to the capital structure of the Company, such that (i) the existing class of common shares of the Company were redesignated as Subordinate Shares, and (ii) certain principals of Private Wesana were issued super voting shares. As a result of these changes, and for greater certainty, without any acquisition or disposition by the Reporters, other than JGPC and Lustig, as described in more detail below, the Reporters’ deemed beneficial ownership of Subordinate Shares decreased to below 10% on an undiluted and partially-diluted basis.

Prior to the completion of the Business Combination, each Reporter held the following securities of the Company:

a) Wilson, an individual residing in Ottawa, Ontario, held (i) 5,954,029 Debut Shares, representing 22.85% of the issued and outstanding Debut Shares, and (ii) assuming full exercise of 1,800,000 Debut Warrants prior to the Business Combination, held 7,754,029 Debut Shares, representing 27.84% of the issued and outstanding Debut Shares on a partially diluted basis;

b) JGPC, a corporation with a head office in Toronto, Ontario, held (i) 5,954,029 common shares in the capital of the Company (“Debut Shares“), representing 22.85% of the issued and outstanding Debut Shares, and (ii) assuming full exercise of 1,800,000 common share purchase warrants of the Company (“Debut Warrants“) prior to the Business Combination, held 7,754,029 Debut Shares, representing 27.84% of the issued and outstanding Debut Shares on a partially diluted basis;

c) Lustig, an individual residing in Vancouver, British Columbia, held (i) 2,981,514 Debut Shares, representing 11.44% of the issued and outstanding Debut Shares, and (ii) assuming full exercise of 900,000 Debut Warrants prior to the Business Combination, held 3,881,514 Debut Shares, representing 14.40% of the issued and outstanding Debut Shares on a partially diluted basis; and

d) Bhatia an individual residing in Ottawa, Ontario, held (i) 2,972,514 Debut Shares, representing 11.41% of the issued and outstanding Debut Shares, and (ii) assuming full exercise of 900,000 Debut Warrants prior to the Business Combination, held 3,872,514 Debut Shares, representing 14.37% of the issued and outstanding Debut Shares on a partially diluted basis.

Immediately following the completion of the Business Combination, each Reporter had ownership or control over the following securities of the Company:

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a) JGPC had ownership or control over (i) 241,997 Subordinate Shares, including 30,295 Subordinate Shares which the Company issued to JGPC in exchange for certain ordinary shares in the capital of Private Wesana pursuant to the Business Combination, representing approximately 1.92% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 64,001 Subordinate Warrants, which assuming full exercise of the Subordinate Warrants, represented approximately 2.42% of the issued and outstanding Subordinate Shares on a partially diluted basis;

b) Wilson had ownership or control over (i) 211,702 Subordinate Shares, representing approximately 1.68% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 64,001 Subordinate Warrants, which assuming full exercise of the Subordinate Warrants, represented approximately 2.18% of the issued and outstanding Subordinate Shares on a partially diluted basis;

c) Lustig and L5 Capital Inc., a corporation controlled by Lustig, had ownership or control over (i) 196,898 Subordinate Shares, including 30,295 Subordinate Shares which the Company issued to L5 Capital Inc. in exchange for certain ordinary shares in the capital of Private Wesana pursuant to the Business Combination, representing approximately 1.57% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 32,000 Subordinate Warrants, which assuming full exercise of the Subordinate Warrants, represented approximately 1.82% of the issued and outstanding Subordinate Shares on a partially diluted basis; and

d) Bhatia had ownership or control over (i) 105,691 Subordinate Shares, representing approximately 0.84% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 32,000 Subordinate Warrants, which assuming full exercise of the Subordinate Warrants, represented approximately 1.09% of the issued and outstanding Subordinate Shares on a partially diluted basis.

The Subordinate Shares and Subordinate Warrants held by each of the Reporters are being held for investment purposes. In the future, each Reporter may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company’s financial position, the price levels of the Subordinate Shares, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition, and other factors and conditions that each Reporter may deem appropriate, increase, decrease or change its ownership over the Subordinate Shares, Subordinate Warrants or other securities of the Company.

An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and will be posted to SEDAR at www.sedar.com and available on request at the number below.

For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Business Combination referred to in this press release, please contact Grant Duthie at 416-869-1234.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83444