Vancouver, BC / TNW-ACCESSWIRE / June 17, 2014 / This press release is being disseminated pursuant to the requirements in National Instrument 62-103 and National Instrument 62-104 of the Canadian Securities Administrators, in connection with the filing of an early warning report regarding the acquisition of securities of Helius Medical Technologies Inc. (formerly 0995162 B.C Ltd.) (the "Issuer"), a Wyoming corporation listed on the Canadian Securities Exchange (the "Exchange"), by MPJ Healthcare, LLC ("MPJ") (208 Palmer Aly, Newtown, Pennsylvania, USA 18940).
MPJ announces that on June 13, 2014, MPJ acquired 16,035,026 Class A Common Shares ("Shares") of the Issuer pursuant to an agreement and plan of merger (the "Merger") whereby the Issuer acquired 100% of the issued and outstanding common shares of Neurohabilitation Corporation ("NHC"), as announced in the Issuer's press release dated June 13, 2014. Pursuant to the Merger, all of the common shares in the capital of NHC were cancelled and in consideration each holder of NHC common shares, including MPJ, received that number of Shares in the capital of the Issuer determined by multiplying the number of NHC common shares held by such NHC shareholder by 16.0350261.
Immediately following the Merger, MPJ controls 16,035,026 Shares representing 26.5% of all issued and outstanding Shares of the Issuer.
As MPJ did not hold any securities of the Issuer prior to the Merger, this disclosure describes the current ownership of securities of the Issuer by MPJ.
MPJ has not acted jointly or in concert with any other persons in acquiring securities of the Issuer.
The securities of the Issuer were acquired for investment purposes. MPJ intends to monitor the business and affairs of the Issuer, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Issuer may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed in compliance with applicable securities regulatory requirements.
The 16,035,026 Shares are being held in escrow pursuant to an Escrow Agreement among the Issuer, MPJ and certain other securityholders of the Issuer (the "Escrow Agreement"). In accordance with the Escrow Agreement, the Shares shall be released as follows: 10% immediately following the listing of the Issuer's Shares on the Canadian Securities Exchange, 15% six months following the initial release and 15% every six months thereafter (as such percentage amounts refer to the original number of Shares deposited into escrow pursuant to such agreement).
An Early Warning Report in respect of the foregoing has also been filed and is available under the Issuer's profile at www.sedar.com.
This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES