TORONTO, Dec. 23, 2019 (GLOBE NEWSWIRE) — Woodbridge Ventures Inc. (TSXV: WOOD.P) (“Woodbridge“) and Jack Nathan Medical Inc. (“Jack Nathan“) are pleased to announce that they have entered into a binding letter of intent (the “LOI“) dated December 20, 2019 (the “Effective Date“). Pursuant to this LOI, Woodbridge will acquire all of the issued and outstanding securities of Jack Nathan (the “Acquisition“), with such Acquisition constituting a reverse take-over of Woodbridge (the “Transaction“). Woodbridge, a Capital Pool Company, intends that the Transaction will constitute an arm’s length Qualifying Transaction (as such terms are defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV“)).
In connection with the announcement of the LOI, trading in the common shares of Woodbridge have been halted. Trading will remain halted until, among other things, Woodbridge completes certain regulatory filings in connection with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it considers necessary or advisable.Terms of the TransactionWoodbridge and Jack Nathan intend to complete the Transaction by way of a securities exchange agreement or other similar transaction, whereby Woodbridge will acquire all of the securities of Jack Nathan to form the resulting issuer (the “Resulting Issuer“). Prior to the closing of the Transaction, Woodbridge will complete a share consolidation on the basis of 1 Resulting Issuer Share for every 3 Woodbridge common shares outstanding (the “Consolidation“). After the Consolidation, Woodbridge will have 2,625,333 common shares issued and outstanding (“Post-Consolidation Resulting Issuer Shares“). Additionally, Woodbridge has 787,600 options outstanding under its incentive stock option plan (entitling holders to purchase a maximum of 262,533 Post-Consolidation Resulting Issuer Shares) and has granted broker options (entitling the holders to acquire a maximum of 162,533 Post-Consolidation Resulting Issuer Shares). Prior to the completion of the Concurrent Financing (as hereinafter defined), Jack Nathan has the following securities issued and outstanding: (i) 6,000,000 Class A shares; (ii) 4,000,000 Class B shares; and (iii) 12,000,000 Class B options, which shall each be exercised into a Class B share prior to closing of the Transaction for 12,000,000 Class B shares. Each Class A share of Jack Nathan will be exchanged for 6 Post Consolidation Resulting Issuer Shares, and each Class B share of Jack Nathan (including the Class B shares to be issued upon exercise of the Class B options) will be exchanged for one and one half (1.5) Post Consolidation Resulting Issuer Shares (the “Share Conversion“). Other than the 12,000,000 Class B options, there are no options, warrants, convertible securities or debt instruments of Jack Nathan outstanding or set aside for issuance.Upon completion of the Transaction and the Concurrent Financing, the common shares of the Resulting Issuer shall be held as follows: Jack Nathan securityholders – 87.5%; Concurrent Financing subscribers – 8.7%; and, existing Woodbridge shareholders – 3.8%.About Jack NathanJack Nathan designs, builds and sets-up barrier-free medical and dental clinics for physicians in high-density centers. By creating a patient-centric experience, patients have the opportunity to receive immediate access to quality care in modern state-of-the-art facilities. Since its inception, Jack Nathan has delivered complete and operational turn-key clinics in over 74 Walmart stores across Canada. Its headquarters and registered office is located at 94 Guelph Street, Georgetown, Ontario, L7G 3Z5.Management of the Resulting IssuerAs a result of the Transaction, the Resulting Issuer will indirectly carry on the business of the Jack Nathan and will change its name to such name as agreed to by the parties. In addition to this name change, Woodbridge will also seek shareholder approval to complete the Consolidation, to set the number of directors to 5 (1 Woodbridge nominee and 4 Jack Nathan nominees) and to elect same.It is proposed that the following officers be appointed by the Resulting Issuer: George Barakat as Chief Executive Officer (“CEO“), Mike Marchelletta as President and David Berman as Chief Financial Officer (“CFO“). The relevant experience of each of the proposed officers is set forth below:Conditions Precedent
The LOI contemplates that the following condition precedents be met prior to the closing of the Transaction: (i) receipt of all regulatory approvals with respect to the Acquisition and listing of the Resulting Issuer shares on the TSXV; (ii) all third party consents necessary to complete the Transaction are obtained; (iii) no adverse material change in the business, affairs, financial condition or operations of Jack Nathan or Woodbridge has occurred between the Effective Date and the closing date; and (iv) the Concurrent Financing (as defined below) shall have been completed. As well, sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV.Concurrent FinancingWoodbridge and Jack Nathan shall arrange for a brokered private placement financing of a minimum of $3,000,000 to be completed concurrent to the Transaction (the “Concurrent Financing“). The Concurrent Financing shall be comprised of 1,000,000 Class A shares of Jack Nathan, at an issue price of $3.00 per Class A share. These Class A shares will be exchanged for an aggregate of 6,000,000 post-Consolidation Resulting Issuer Shares at a deemed issue price equal to $0.50 per post-Consolidation Resulting Issuer Share.About WoodbridgeWoodbridge is a CPC governed by the policies of the TSXV. Woodbridge’s principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction.Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.For further information: please contact Raphael Danon, CFO of Woodbridge at raphaeldanon@gmail.com.Notice on Forward Looking InformationNeither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance, the entering into of a definitive agreement or the closing of the Transaction. Woodbridge cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the control of Woodbridge and Jack Nathan. Such factors include, among other things: the receipt of all regulatory approvals with respect to the Acquisition and listing of the Resulting Issuer Shares on the TSXV; obtaining all third party consents necessary to complete the Transaction; that no adverse material change in the business, affairs, financial condition or operations of Jack Nathan or Woodbridge have occurred between the Effective Date and the closing date; that the Concurrent Financing is completed; as well as other risks and uncertainties, including those described in Woodbridge’s final prospectus dated March 26, 2019 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on www.sedar.com.Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Woodbridge and Jack Nathan each undertake no obligation to publicly update or revise forward-looking information.
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