GRAND RAPIDS, MICHIGAN–(Marketwired – May 12, 2016) – Agility Health, Inc. (TSX VENTURE:AHI) (“Agility Health” or the “Company”) today announces that, further to its press release dated March 28, 2016, it has completed the previously announced shares for debt transaction. The Company issued an aggregate of 2,506,596 restricted voting common shares and 961,610 voting common shares at a deemed price of CDN$0.18 per share to settle an aggregate of US$340,776 and CDN$173,089.92 previously incurred debt owing to Mr. Steven Davidson, the Company’s Chief Executive Officer and a director, and Mr. Kenneth Scholten, the Company’s President and a director.
The shares issued in connection with the shares for debt transaction are subject to resale restrictions under applicable Canadian securities laws for a period of four months and a day from the closing date. The transactions described in this news release have been accepted by the TSX Venture Exchange.
As a result of the shares for debt transaction, Mr. Davidson now holds 25,415,798 restricted voting common shares and 6,559,117 voting common shares of the Company representing approximately 49.17% of the outstanding restricting voting common shares and 13.70% of the outstanding voting common shares and Mr. Scholten now holds 25,415,798 restricted voting common shares and 6,539,117 voting common shares of the Company representing approximately 49.17% of the outstanding restricting voting common shares and 13.66% of the outstanding voting common shares.
Mr. Davidson and Mr. Scholten may, in the future, take such actions in respect of their holdings as deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of Agility Health through open market purchases or privately negotiated transactions, or the sale of all or a portion of their holdings in the open market or in privately negotiated transactions to one or more purchasers.
Certain of the transactions described in this news release constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101“). For these transactions, the Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction exceeds 25% of the market capitalization of the Company.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Steven N. Davidson
Chairman and Chief Executive Officer
(616) 356-5000
Ray Matthews and Associates
Ray Matthews
(604) 818-7778
[email protected]
