Quantum International Income Corp.
TSX VENTURE : QIC
TSX VENTURE : QIC.U

Quantum International Income Corp.

July 28, 2015 09:12 ET

Quantum International Income Corp. Announces Closing of Offering of Subscription Receipts for Aggregate Gross Proceeds of $20,000,400; Conversion of 9,524,000 Subscription Receipts

TORONTO, ONTARIO--(Marketwired - July 28, 2015) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Quantum International Income Corp. ("Quantum" or the "Corporation") (TSX VENTURE:QIC) (TSX VENTURE:QIC.U) announces today that it has closed its previously announced prospectus offering (the "Offering") of 47,620,000 subscription receipts of the Corporation ("Subscription Receipts"), raising aggregate gross proceeds of CDN $20,000,400. The Subscription Receipts were offered on a "bought deal" basis at a price of $0.42 per Subscription Receipt (the "Offering Price").

The Offering was led by Mackie Research Capital Corporation, as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, including Canaccord Genuity Corp. (together, the "Underwriters").

The Subscription Receipts will be converted on a pro rata basis into one common share of the Corporation ("Common Share") and one-half of one Common Share purchase warrant of the Corporation ("Warrant") for each Subscription Receipt held, without payment of additional consideration or further action on the part of the holder thereof, and the corresponding amount of funds will be released to the Corporation in accordance with the following schedule: (i) 9,524,000 of the Subscription Receipts were converted today immediately upon the closing of the Offering, following which an amount equal to the Offering Price per Subscription Receipt was released from escrow to the account of the Corporation; and (ii) the balance of 38,096,000 Subscription Receipts will be converted, if at all, upon satisfaction of all Subsequent Release Conditions (as defined herein), following which the remaining escrowed funds (being $15,025,307 plus interest thereon) less the remaining half of the Underwriters' commission (being $650,013) will be released from escrow to the account of the Corporation.

Subsequent Release Conditions

The balance of the 38,096,000 Subscription Receipts will be converted, if at all, and an amount equal to the Offering Price per Subscription Receipt will be released from escrow to the account of the Corporation, if at all, upon satisfaction of the following release conditions (collectively, the "Subsequent Release Conditions"): (i) the Corporation having secured the necessary additional debt financing required to, taking into account the net proceeds of the Offering, fund the acquisition of Columbus LTACH, LLC d/b/a Columbus Hospital LTACH ("Columbus Hospital LTACH") on terms that are satisfactory to the Underwriters, acting reasonably; (ii) all conditions precedent to the closing of the acquisition of Columbus Hospital LTACH having been satisfied or waived; (iii) the Corporation having (a) internalized the management services provided by Quantum International Asset Management Corp., an external third party (the "External Manager"), currently provided pursuant to the management agreement dated August 28, 2014 between the Corporation and the External Manager (the "Management Agreement"), by acquiring the External Manager in exchange for the issuance of 11,000,000 Common Shares, on terms satisfactory to the Underwriters, acting reasonably, (b) terminated the Management Agreement immediately after completing (a) above, and (c) caused the External Manager to terminate any employment or consulting agreement it is party to with Grant White and Manu Sekhri; (iv) receipt by the Corporation of all applicable regulatory approvals in connection with the Offering; and (v) delivery of a notice from Mackie Research Capital Corporation confirming satisfaction of all conditions set out in (i) to (iv) above.

Assuming all of the Subsequent Release Conditions are satisfied, the Corporation intends to use the net proceeds from the Offering primarily to fund a portion of the purchase price of the previously announced acquisition of Columbus Hospital LTACH.

Further details concerning the Subscription Receipts and the proposed acquisition of Columbus Hospital LTACH are set out in the Corporation's press releases dated June 12, 2015 (entitled "Quantum Announces Agreement to Acquire NJ-Based Long-Term Acute Care Hospital"), June 17, 2015 (entitled "Quantum International Income Corp. Announces $20 Million Bought Deal Offering", July 13, 2015 (entitled "Quantum International Income Corp. Provides Updates"), July 20, 2015 (entitled "Quantum International Income Corp. Files Amended and Restated Preliminary Short Form Prospectus and Announces Internalization of Management Agreement"), and July 21, 2015 ("Quantum International Income Corp. Files Final Short Form Prospectus"), the investor presentation dated June 17, 2015, as amended July 16, 2015, and the final short form prospectus dated July 21, 2015, each of which is filed on SEDAR under Quantum's profile at www.sedar.com.

The Subscription Receipts are listed on the TSX Venture Exchange under the symbol "QIC.R".

About Quantum International Income Corp.

Quantum is a healthcare company focused on delivering national integrated health solutions in the United States. The Corporation seeks to back management teams with strong operational track records and deep healthcare experience. The Corporation intends for acquired businesses or assets to fit synergistically within a strategic framework, have a proven operating history, opportunities for standalone growth and, potentially in some cases, national expansion. Potential acquisition targets will be in various related areas of the United States healthcare industry in different geographic regions to allow for diversification.

Cautionary Statement Regarding Forward-Looking Information

This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as "expect" and "intend", statements that an action or event "may" or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements about the conversion of the Subscription Receipts into Common Shares and Warrants, including upon the satisfaction of all Subsequent Release Conditions; the proceeds that will be released from escrow to the Corporation, including upon the satisfaction of all Subsequent Release Conditions; the satisfaction of the Subsequent Release Conditions, including (i) the ability of the Corporation to secure additional necessary debt financing to fund the acquisition of Columbus Hospital LTACH, (ii) the satisfaction of closing conditions in respect of the acquisition of Columbus Hospital LTACH, (iii) the internalization of the management services provided by the External Manager pursuant to the Management Agreement, which includes the termination of the Management Agreement and any employment or consulting agreement it is party to with Grant White and Manu Sekhri, (iv) receipt by the Corporation of all applicable regulatory approvals in connection with the Offering; and (v) delivery of a notice from Mackie Research Capital Corporation confirming satisfaction of all conditions to the release of the remaining escrowed proceeds from escrow. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum's actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum or other parties to satisfy all Subsequent Release Conditions, as well as other factors discussed in the Corporation's annual information form dated July 23, 2015, (the "Annual Information Form") and the Corporation's final short form prospectus supplement dated July 21, 2015, which are available on SEDAR under Quantum's profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information and Prospectus, and as otherwise disclosed from time to time on SEDAR under Quantum's profile at www.sedar.com.

Unless otherwise specified in this press release, information contained in this press release is current as of the date of this press release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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