Quinsam Opportunities I Inc.

September 08, 2016 11:48 ET

Quinsam Opportunities I Inc. Announces Engagement Letter With Industrial Alliance Securities Inc. for Brokered Financing in Connection With Proposed Qualifying Transaction With Vitalhub Corp.

TORONTO, ONTARIO--(Marketwired - Sept. 8, 2016) -


Quinsam Opportunities I Inc. ("QOP" or the "Company") (TSX VENTURE:QOP.P), a capital pool company, is pleased to announce that it has entered into an engagement letter (the "Engagement Letter") with Industrial Alliance Securities Inc. (the "Agent"), pursuant to which the Agent will act as agent on a best-efforts basis to complete a brokered private placement financing of a minimum of $500,000 (the "Offering"). The Offering is being completed in connection with the Company's proposed qualifying transaction (the "Qualifying Transaction") with Vitalhub Corp. ("Vitalhub") as previously announced by press release on July 4, 2016.

The Offering shall consist of a minimum of 4,545,454 units (the "Units") with each such Unit consisting of one common share of the Company (the "Common Shares") and one-half (1/2) of one common share purchase warrant (the "Warrants") at a purchase price of $0.11 per Unit. Each whole Warrant will entitle the holder to purchase one Common Share at a price of $0.15 per share for a period of twenty-four months from the date of issuance.

Pursuant to the Engagement Letter, the Agent shall be entitled to a commission payment equal to 7.5% of the gross proceeds raised in the Offering as well as that number of compensation options (the "Broker Options") equal to 7.5% of the number of Units sold in the Offering. Each Broker Option shall entitle the holder to acquire one Common Share at a purchase price of $0.11 per share for a period of twenty-four months from the date of issuance. The Agent also received a $15,000 work fee upon signing of the Engagement Letter, and a $10,000 advance in respect of the Agent's reasonable fees and expenses of the Offering, including but not limited to legal fees.

The Offering is expected to close concurrently with the closing of the Qualifying Transaction.

Additional Information with Respect to the Qualifying Transaction

About Vitalhub

Further to the Company's press release on July 4, 2016, the Company and Vitalhub would like to provide selected financial information for Vitalhub. Vitalhub had total revenues from operations of $548,130 and $414,845 for the years ended December 31, 2015 and 2014 respectively. Vitalhub had net losses for the year ended December 31, 2015 of $1,846,753. As of December 31, 2015, Vitalhub had total assets of $75,866 and total liabilities of $6,594,340. Subsequent to December 31, 2015, Vitalhub underwent a financial restructuring and debt of over $6 million was eliminated. All of the foregoing figures are unaudited and remain subject to further adjustments.

Proposed Management of the Resulting Issuer

Subject to TSX Venture Exchange (the "Exchange") approval, and in addition to those members of management identified in the Company's press release of July 4, 2016, it is currently anticipated that Barry Tissenbaum will be appointed as a director of the Company following closing of the Qualifying Transaction (the "Resulting Issuer"), and André Vandenberk will be appointed Vice President of Mobile Technology for the Resulting Issuer. Brief biographies for these individuals are included below.

Barry Tissenbaum - Director

Mr. Tissenbaum is a former senior partner with Ernst & Young LLP in Toronto where he headed their Retail & Consumer Products division as well as working many years in the Entrepreneurial Services Group and served as the Toronto Mid-Town Managing Partner for five years. Barry's experience as an accountant and business advisor has seen him provide consulting services to senior management in the areas of strategy, profitability, finance, management, taxation, mergers, acquisitions and divestitures. He has facilitated and participated in numerous strategy focused sessions and served as strategic advisor to many entrepreneurial clients. Mr. Tissenbaum has served on the board of directors of various publicly listed companies and currently serves on the board of Noranda Income Fund.

Andre Vandenberk - Vice President of Mobile Technology

In the 1980s, Mr. Vandenberk studied business at the University of Western Ontario and computer science at the University of Alberta, then proceeded to work in financial and health care IT - growing and learning through stepping-stone roles: software development and design, enterprise and application architecture, product and project management, technology consulting, leading, coaching, managing and mentoring. Passionate about innovation and technology, in 2004 Andre co-founded Medworxx Solutions Inc. where he would lead his team of technologists to build innovative software solutions for health care, globally. In 2004, Medworxx started with three employees and three customers. In 2015, Medworxx had 60 employees and 350+ hospital customers.

All information contained in this news release with respect to QOP and Vitalhub was supplied by the parties, respectively, for inclusion herein, and QOP and its directors and officers have relied on Vitalhub for any information concerning such party.

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 shareholder approval is obtained. There can be no assurance that the Qualifying 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 Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

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.

This news release contains forward-looking statements relating to the timing and completion of the Qualifying Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Qualifying Transaction, the Offering, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Qualifying Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Qualifying Transaction, or the Offering, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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