Toronto, ONTARIO - February 5, 2014 - Open Source Health Inc. (formerly Sunshine Capital Corporation) (CSE: OSH) (the "Company") is the first cloud based integrated healthcare platform for women that allows women to proactively take control of their own healthcare. OSH Is pleased to announce that it has completed its previously announced reverse takeover (the "RTO") by Open Source Health Corporation ("OSHC") on January 31, 2014. The RTO was preceded by a non-brokered private placement by OSHC for gross proceeds of $1,218,500 (the "Private Placement" and together with the RTO, the "Transaction").
On February 3, 2014, the Canadian Securities Exchange (the "CSE") issued its conditional approval of the listing of the common shares of the Company (the "Common Shares") upon completion of the Transaction. The Common Shares are expected to begin trading on the CSE later this week under the ticker symbol "OSH". Concurrently with the closing of the Transaction, the Company changed its name from Sunshine Capital Corporation to Open Source Health Inc.
"We are at the right place at the right time," said Sonya Satveit, CEO of Open Source Health. "The timing couldn't be better to bring a patient-centered model like Open Source Health to market. Concierge medicine that is dynamically driven will be the future of healthcare, and by bringing the best of hands-on-medical care together with open source technology, we are poised to lead the change in digital medicine."
OSH was incorporated in 2013 to capitalize on the paradigm shift from doctor-centric to patient-centric models occurring in the healthcare industry and to build an innovative cloud-based platform to enable women to proactively manage their own health by incorporating personalized medicine, digital and mobile services and technological advances.
Using state-of-the-art open source technology, the platform will offer access to leading integrative physicians and healthcare professionals by delivering concierge medicine, automatically curating personalized health news from the world's most trusted health and medical information sources, publish an open source interface for personal and clinical medical devices to connect to a patient's electronic record storage and an integrated e-commerce store to purchase products, devices, supplements, books and relevant products to each healthcare program offered by the platform.
Following the Transaction, the Company is continuing to build an advisory team of leading health care experts and experienced e-patients, completing the development of integrative health care programs that women can purchase and launching the platform, complete with testing protocols, analysis, diagnosis and treatment.
Prior to and in connection with the closing of the RTO, throughout 2013 and early 2014, OSHC completed the Private Placement, which was a non-brokered private placement of common shares in the capital of OSHC (the "OSHC Shares") for gross proceeds of $1,218,500. Under the Private Placement, OSHC issued 2,437,000 OSHC Shares at a price of $0.50 per OSHC Share and 2,437,000 common share purchase warrants of OSHC (the "OSHC Warrants") exercisable to purchase one OSHC Share for a period of two years from the date of issuance at a price of $0.60 per OSHC Share.
Pursuant to the RTO, the Company acquired all of the issued and outstanding OSHC Shares, including those issued pursuant to the Private Placement. The acquisition price for each outstanding OSHC Share was $0.50 per OSHC Share which was satisfied by the delivery of a unit comprised of one Common Share and one half of one common share purchase warrant of the Company that is exerciseable to purchase one Common Share for a period of one year from the date of issuance at a price of $0.85 per Common Share. The Company also exchanged, on a one for one basis, all of the outstanding warrants and options of OSHC for warrants and options of the Company. With the completion of the Transaction, OSHC has become a wholly-owned subsidiary of the Company and the Company has issued and outstanding 9,034,221 Common Shares, 7,083,278 common share purchase warrants and 759,160 options.
The only principals of the Company that hold Common Shares are Ms. Sonya Satveit, the Chief Executive Officer, and Pilkington Capital Corporation, an entity that is affiliated with Mr. Gary Bartholomew, the Executive Chairman. Together, these principals hold 5,555,555 Common Shares, 90% of which are subject to an escrow agreement in Form 46-201F1 as required by National Policy 46-201.
In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Ms. Sonya Satveit, Mr. Gary Bartholomew, Mr. Eric Leslie, Mr. John Garden, Mr. Bruce Lyon and Mr. David Little. In addition, the Company is pleased to announce its senior management team as follows:
Sonya Satveit - Chief Executive Officer and President
Gary Bartholomew - Executive Chairman
Mark Olson - Interim Chief Financial Officer
Summaries of the biographies for all of the directors and management of the Company are set out in the Company's Listing Statement (the "Listing Statement"). The Listing Statement describes the businesses of the Company and OSHC, the terms of the RTO and the Private Placement, and will be available shortly on the SEDAR website at www.sedar.com.
About Open Source Health:
Open Source Health is a real-time solution poised for the current healthcare revolution by capitalizing on the latest trends in healthcare: digital health, personalized health, social health and participatory medicine by taking a truly patient-centered approach to healthcare for women. OSH provides a cloud based integrated framework & tools that enable women to pro-actively manage their own health.
Using state-of-the-art open source technology, the platform will offer access to leading integrative physicians and healthcare professionals by delivering concierge medicine, automatically curating personalized health news from the worlds' most trusted health and medical information sources, publish an open source interface for personal and clinical medical devices to connect to the patients electronic record storage and an integrated ecommerce store to purchase products, devices, supplements, books and relevant products to each healthcare program offered by the platform.
Open Source Health was created in 2013 to address the lack of integrated healthcare options for women and is a collaboration of e-Patients, Healthcare Professionals, Technology and Device manufacturers.
For more information, visit www.opensourcehealth.com
The Canadian Securities Exchange (formerly the CNSX) has neither approved nor disapproved the contents of this press release.
Not for distribution in the United States or through United States wire services
For further information, please contact Investor Relations at Open Source Health Inc.
Toll Free: 1.866.403.1933
Forward Looking Statements
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing requirements and access to capital, reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; the volatility of the volume and price of the Common Shares, the failure of the business strategy, the integrity of the Company's patents and proprietary intellectual property and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company's Listing Statement. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
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