Highmark Interactive Inc. (Formerly Stormcrow Holdings Corp.) Completes Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - November 15, 2021) - Highmark Interactive Inc. (TSXV: CROW.P) (formerly Stormcrow Holdings Corp.) ("the "Corporation") is pleased to announce that further to its press releases dated December 11, 2020, May 10, 2021, June 11, 2021, September 27, 2021, and November 5, 2021, it has completed its qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding securities in the capital of Highmark Innovations Inc. ("Highmark") by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of the Corporation amalgamated with Highmark, and as consideration for which, the Corporation issued securities of the Corporation in exchange for securities of Highmark. Pursuant to the Qualifying Transaction, each Highmark shareholder received 1.40235 post-Consolidation (defined below) common shares in the capital of the Corporation ("Common Shares") for each outstanding Highmark common share (the "Highmark Shares") held, for a total issuance from treasury of 35,682,810 Common Shares, with such total being inclusive of the 369,038 Highmark Shares issued in connection with the acquisition of Complex Injury and the 1,882,093 Highmark Shares issued in connection with the acquisition of Highmark Health, each further described in greater detail below.
In addition, each convertible, exchangeable, or exercisable security of Highmark was exchanged for a convertible, exchangeable or exercisable security, as applicable, of the Corporation on substantially equivalent economic terms and conditions as the original convertible, exchangeable, or exercisable security of Highmark after applying the exchange ratio (with according adjustments to exercise and conversion prices) resulting in the issuance by the Corporation of 6,963,863 warrants in respect of outstanding Highmark warrants, 3,523,386 options in respect of outstanding Highmark options, 665,442 broker warrants in respect of outstanding Highmark broker warrants, and $2,500,000 principal amount of 7.5% convertible unsecured subordinated debentures due 2024. Final acceptance of the Qualifying Transaction will be evidenced upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange ("TSXV").
Prior to and in connection with the closing of the Qualifying Transaction, the Corporation consolidated its outstanding share capital (the "Consolidation") on the basis of one post-Consolidation Common Share for every six pre-Consolidation Common Shares, changed its name to "Highmark Interactive Inc.," and appointed MNP LLP as the new auditors of the Corporation. To the Corporation's knowledge, there were no "reportable events" as defined in s. 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations.
The Corporation received conditional approval of the Qualifying Transaction from the Exchange effective as of November 2, 2021 and as of the date hereof is in the process of satisfying TSXV's normal-course listing conditions, which includes a minimum time period from completion of the amalgamation to the date on which the Common Shares will resume trading. Subject to TSXV's final approval and its issuance of the final exchange bulletin, the Corporation will cease to be a Capital Pool Company and the Common Shares will begin trading on TSXV under the symbol "HMRK." Trading is expected to begin on or about November 17, 2021.
Following completion of the Qualifying Transaction, the Corporation has 40,032,810 Common Shares issued and outstanding. Assuming the exercise of all outstanding options, warrants and stock options and the conversion of all outstanding convertible debentures, 55,644,229 Common Shares will be outstanding on a fully diluted basis.
Acquisitions of Complex Injury and Highmark Health
Concurrently with and as a component of the Qualifying Transaction, the Corporation completed the acquisitions of Complex Injury Rehab Inc. ("Complex Injury") and Highmark Health Mississauga Inc. ("Highmark Health"). Complex Injury is a community-based multidisciplinary rehabilitation clinic focused on providing integrated specialty care to patients with a variety of injuries, with a specific focus on neurological or complex injuries. Highmark Health is a community-based multidisciplinary healthcare clinic focused on providing integrated specialty care to patients with a variety of injuries, with a principal focus on patients who had suffered traumatic brain injury with a significant emphasis on the use of medical device technology. Highmark Health and Complex Injury will continue to operate as the clinical healthcare segment offering expert clinical services and unique digital technologies to augment clinical care for better patient outcomes.
Pursuant to the terms of a Tier 2 Value Security Escrow Agreement dated November 11, 2021 between the Corporation, TSX Trust Company, as escrow agent, and certain securityholders of the Corporation, an aggregate of 21,199,120 Common Shares, 1,787,994 options, and 2,755,728 warrants are subject to escrow under TSXV policies, whereby 10% of such securities will be released immediately upon the issuance of the final exchange bulletin evidencing final acceptance of the Qualifying Transaction, and the balance of such securities will be released in separate tranches of 15% of the remaining amount every six months over a period of 36 months thereafter.
CPC Transition Matters
The Corporation confirms it has adopted certain amendments (as further described in the Corporation's November 5th, 2021 press release) (the "CPC Transition Amendments") allowed for by the recently announced Exchange Policy 2.4 - Capital Pool Companies which became effective January 1, 2021 (the "New CPC Policy") with such CPC Transition Amendments being effected at the time of the closing of the Qualifying Transaction. In accordance with the New CPC Policy, the Corporation sought and obtained shareholder approval at a special meeting of its shareholders held on September 17, 2021 (the "Meeting") for the CPC Transition Amendments, with 100% of the shareholders represented at the Meeting approving the CPC Transition Amendments.
Directors and Officers of the Resulting Issuer
As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are:
|Dr. Sanjeev Sharma||Chief Executive Officer, Director|
|Don Harkness||Chief Financial Officer|
|Sunil Sharma||Vice-President, Corporate Development and Corporate Secretary|
Additional details on the Qualifying Transaction are set out in the Corporation's filing statement dated November 4, 2021 available under the Corporation's profile at www.sedar.com.
For further information:
Highmark Interactive Inc.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV final acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
(Not for distribution to US wire services or for dissemination in the United States of America)
Cautionary Note Regarding Forward-Looking Information
This News Release contains forward-looking statements that relate to the current expectations and views of future events of the Corporation. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, predictions, indications, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.
Forward-looking statements in this Filing Statement include, among other things, statements relating to the expected trading date of the Common Shares on TSXV, potential synergies arising from the acquisitions of Complex Injury and Highmark Health, and the Company's business generally. These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Highmark believes are appropriate and reasonable in the circumstances, as of the date of this Filing Statement, including, without limitation, assumptions that TSXV will grant final acceptance of the Qualifying Transaction and commence trading in accordance with communicated intentions, and certain assumptions about the Corporation's business identified in the filing statement.
There can be no assurance that such estimates and assumptions will prove to be correct. In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained herein. Accordingly, prospective investors are cautioned not to place undue reliance on such information. Although the Corporation believes the assumptions underlying the statements related to the Corporation are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, and the risks identified in the filing statement, investors should not place undue reliance on these forward-looking statements.
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