Sunshine Capital Corporation ("Sunshine" or the "Company") is pleased to announce that it has signed an agreement of purchase and sale on December 10, 2013 whereby it will acquire 100% of the shares of Open Source Health Corporation ("OSH") (the "Transaction").
OSH was incorporated in 2013 to provide an online, integrative healthcare platform that provides women with access to information and expertise in the areas of medicine, nutrition, lifestyle and genetics and empowers them to become more involved in directing and managing their own personalized healthcare teams.
Completion of the Transaction is conditional upon the satisfaction of a number of conditions, including, without limitation, the acceptance of the Company for listing by the Canadian National Stock Exchange (the "CNSX"). The Transaction was unanimously approved by the Company's board of directors and written consent to the Transaction has been obtained from at least fifty percent plus one of the shareholders of the Company.
The purchase price payable by Sunshine will be satisfied by the issuance of units ("Payment Units") to the shareholders of OSH. Each Payment Unit will be comprised of one common share in the capital of the Company and one-half of a share purchase warrant, each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.85 per share for a period of 12 months from closing of the Transaction.
On closing of the Transaction, all outstanding OSH shares (including any OSH shares issued pursuant to the private placement described below) will be exchanged for Payment Units and all outstanding share purchase warrants and options of OSH (including any OSH warrants issued pursuant to the private placement described below) will be exchanged for share purchase warrants and options of Sunshine.
Upon completion of the Transaction, the OSH shareholders will hold, as a group, approximately 86% of the outstanding common shares of the Company (on a consolidated basis, prior to the completion of the private placement discussed below). Upon completion of the Transaction, (but prior to the completion of the private placement), and assuming no additional securities of either the Company or OSH are issued prior to closing, it is anticipated that the Company will have approximately 7,557,222 common shares outstanding.
Following the Company's acquisition of OSH by means of the share exchange described above, OSH will be a wholly-owned subsidiary of the Company. At the closing of the Transaction, Gary Bartholomew, Sonya Satveit and Eric Leslie will join the board of directors of the Company as previously approved by the Company's shareholders. Following closing of the Transaction, the name of the Company will be changed to "Open Source Health Inc.", as has also been approved by the Company's shareholders.
OSH Private Placement
On or prior to the completion of the Transaction, OSH is completing a private placement of up to 2,000,000 units of OSH ("Private Placement Units") for total gross proceeds of up to $1,000,000. Each Private Placement Unit is comprised of one OSH share and one OSH share purchase warrant entitling the holder to purchase one OSH share at a price of $0.60 per share for a period of 12 months from the date of issuance. OSH may pay an 8% finder's fee to authorized persons in connection with the private placement in cash and finders options ("Finders Options"). Each Finders Option entitled the holder to purchase one finders unit of OSH at a price of $0.50 per unit, each unit being comprised of one common shares of OSH and one share purchase warrant entitling the holder to purchase one OSH share at a price of $0.50 per OSH share for a period of 12 months from issuance. The intended proceeds of the private placement are for product development, marketing, selling, general and administrative expenses, legal costs as well as general corporate purposes. Completion of private placement by OSH in whole or in part is not a condition of closing the Transaction.
Completion of the Transaction is subject to a number of conditions, including CNSX approval. The Transaction cannot close until all such approvals have been obtained and the other necessary conditions of closing are fulfilled or waived by the parties entitled to do so. There can be no assurance that the Transaction will be completed as proposed or at all.
Sunshine is only responsible for the disclosure herein directly related to Sunshine and shall not be responsible for the disclosure provided herein related to OSH.
The CNSX has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.
For further information, please contact:
Sunshine Capital Corporation
Mr. John Garden
President
(403) 265-4973
Forward-Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Sunshine Capital Corporation, including, but not limited to, the uncertainty of the Transaction proceeding, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.