Nova Leap Health Corp. Announces Proposed Qualifying Transaction
Trading Symbol: TSX-V: NLH.P
HALIFAX, NOVA SCOTIA — (CNW – June 3, 2016) – NOVA LEAP HEALTH CORP. (“Nova Leap” or the “Company”), a capital pool company, is pleased to announce that it has entered into an arm’s length term sheet dated June 3, 2016 (the “Term Sheet”) to purchase all of the outstanding shares of Northern Family Home Care LLC (“Northern Family HC”) (the “Transaction”).
Nova Leap is a Capital Pool Company (“CPC”) and intends the Transaction to constitute its Qualifying Transaction under the policies of the TSX Venture Exchange (the “Exchange”). Following completion of the Transaction, the resulting issuer will be a Tier 2 Issuer.
Under the terms of the Term Sheet, the shares of Northern Family HC will be purchased by a U.S. subsidiary of Nova Leap that is to be incorporated for that purpose (the “Nova Leap Subsidiary”). The Nova Leap Subsidiary will purchase all of the outstanding shares of Northern Family HC for a total purchase price of $265,000 (USD) net of long term debt.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Transaction may require sponsorship and Nova Leap plans to provide a news release update should a sponsor be retained. Nova Leap’s shares have been halted from trading as a result of the announcement of the Transaction. Nova Leap expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of Nova Leap may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance, and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
A comprehensive press release will be issued by Nova Leap when a definitive agreement is finalized.
For further information: Christopher Dobbin, Director, President, CEO & CFO Nova Leap Health Corp., T: 902 401-9480 F: 902 446-2001.
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 press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
(Not for distribution to US wire services or for dissemination in the United States of America)