Quinsam Opportunities I Inc. and Vitalhub Corp. Announce Signing of Definitive Agreement, Receipt of TSXV Conditional Approval, and Filing of Filing Statement

November 11, 2016 5:34 PM EST | Source: VitalHub Corp.

Toronto, Ontario--(Newsfile Corp. - November 11, 2016) - Quinsam Opportunities I Inc. (TSXV:QOP.P) ("QOP") and Vitalhub Corp. ("Vitalhub"), are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the "Exchange") for their Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) previously announced on July 4, 2016 and as updated by press release dated September 8, 2016 (the "Qualifying Transaction"). As previously disclosed, QOP will complete its Qualifying Transaction by completing a share exchange with Vitalhub whereby QOP will acquire all of the issued and outstanding common shares of Vitalhub by issuing an aggregate of between 20,424,035 and 32,969,473 QOP common shares in exchange for each common share of Vitalhub issued and outstanding (including those Vitalhub common shares issuable pursuant to the brokered private placement announced by press release on September 8, 2016 (the "Offering"), and the non-brokered private placement of Vitalhub announced on July 4, 2016), at a deemed issuance price of $0.11 per share. In addition, each convertible, exchangeable, or exercisable security of Vitalhub shall be exchanged for a convertible, exchangeable or exercisable security, as applicable, for QOP on substantially the same economic terms and conditions as the original convertible, exchangeable, or exercisable security of Vitalhub resulting in the issuance of between 3,272,723 and 9,545,442 warrants in respect of outstanding Vitalhub warrants (including warrants issued pursuant to the Offering), 957,741 options in respect of certain outstanding warrants of Vitalhub, and between 340,909 and 681,818 broker compensation warrants in respect of the Offering.

Filing Statement

QOP filed its filing statement dated November 11, 2016 (the "Filing Statement"), which provides further details with respect to the Qualifying Transaction under QOP's profile on SEDAR at www.sedar.com.

Definitive Agreement

QOP entered into its definitive agreement with Vitalhub and 2514987 Ontario Inc. (the controlling shareholder of Vitalhub) dated November 11, 2016 (the "Definitive Agreement"). The Definitive Agreement can be viewed on QOP's SEDAR profile at www.sedar.com.

Closing of Qualifying Transaction

Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange's policies. The Qualifying Transaction is expected to close before the end of November 2016 subject to the satisfaction of the Exchange's conditions. On closing, QOP and Vitalhub will complete a vertical short form amalgamation pursuant to the Business Corporations Act (Ontario) and pursuant thereto QOP will be assume the name "Vitalhub Corp."

For further information about QOP please contact:

John Lewis
(416) 523-7086
john@quinsamcapital.com

Eric Szustak
(905) 330-7948
eric@quinsamcapital.com

Roger Dent
(647) 993-5475
roger@quinsamcapital.com

For further information about Vitalhub please contact:

Dan Matlow
Chief Executive Officer, and Director
(416) 727-9061
dan.matlow@vitalhub.com

All information contained in this news release with respect to QOP and Vitalhub was supplied by the parties, respectively, for inclusion herein, and QOP and its directors and officers have relied on Vitalhub for any information concerning such party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Qualifying Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Qualifying Transaction, the Offering, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Qualifying Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Qualifying Transaction, or the Offering, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

info

Source: VitalHub Corp.

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