Quinsam Opportunities I Inc. Announces Closing of Qualifying Transaction and Name Change to Vitalhub Corp.

November 28, 2016 4:17 PM EST | Source: VitalHub Corp.

Toronto, Ontario--(Newsfile Corp. - November 28, 2016) - Vitalhub Corp. (formerly Quinsam Opportunities I Inc.) (the "Corporation") is pleased to announce that, further to its press releases dated July 4, 2016, September 8, 2016 and November 11, 2016, it has completed its previously announced qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding securities in the capital of Vitalhub Corp. ("Vitalhub") by way of share exchange pursuant to which each Vitalhub shareholder received common shares of the Corporation (the "Common Shares") on the basis of one (1) Common Share for every 0.4738 common shares of Vitalhub held by them (the "Exchange Ratio") resulting in the issuance of 17,031,945 Common Shares (not including Common Shares issued pursuant to the Private Placement described below). In addition, each convertible security of Vitalhub was exchanged for a convertible security of the Corporation following application of the Exchange Ratio, on substantially the same economic terms and conditions as the original convertible security of Vitalhub resulting in the issuance of 1,576,670 warrants in respect of outstanding Vitalhub warrants, and 957,741 options in exchange for certain warrants of Vitalhub. Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the "Exchange").

Concurrent with closing of Qualifying Transaction, the Corporation filed articles of amalgamation to vertically amalgamate with Vitalhub Corp. and pursuant to such vertical amalgamation the Corporation's name changed to "Vitalhub Corp."

Subject to final approval of the Exchange, the Corporation's post-Consolidation Common Shares are expected to trade on the Exchange under the symbol "VHI".

Concurrent with closing of the Qualifying Transaction, the Corporation completed a brokered private placement (the "Private Placement") of 8,392,500 units (the "Units"), with each such Unit consisting of one Common Share and one half of one warrant (the "Warrants") at a price of $0.11 per Unit for gross proceeds of $923,175. Each whole Warrant is exercisable for one Common Share at an exercise price of $0.15 per share for a period of 24 months from the date of issuance. Industrial Alliance Securities Inc. (the "Agent") acted as the lead agent for the Private Placement and received a cash commission equal to 7.5% of the gross proceeds raised and also received options (the "Agent's Options") equal to 7.5% the number of Units sold in the Private Placement. Each such Agent's Option is exercisable for one Common Share at an exercise price of $0.11 per share for a period of twenty-four months from the date of issuance.

The Corporation's year end will remain unchanged and the Corporation's auditors will be MNP LLP.

Following completion of the Qualifying Transaction, the Corporation has 34,424,445 Common Shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and stock options, 43,184,544 Common Shares are outstanding on a fully diluted basis.

Escrowed Securities

Pursuant to the terms of a Tier 2 Value Security Escrow Agreement dated November 28, 2016 among the Corporation, Capital Transfer Agency, as escrow agent, and certain escrow securityholders (the "Escrow Agreement"), an aggregate of 13,878,587 Common Shares, and 957,741 options, have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released as to 15% every six months thereafter.

Directors and Officers

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are now:

Daniel Matlow Director, Chief Executive Officer
Brian Goffenberg Chief Financial Officer and Corporate Secretary
Steve Garrington Director
Roger Dent Director
Andre Vandenberk Vice President of Mobile Technology
Barry Tissenbaum Director
   

Further details on the Qualifying Transaction are set out in the Corporation's filing statement dated November 11, 2016 available under the Corporation's profile at www.sedar.com.

Early Warning Pursuant to National Instrument 62-103

Upon completion of the Qualifying Transaction today, 2514987 Ontario Inc. ("251") of 22 Brewsland Crescent, Thornhill, Ontario L3T 7H1, which is owned as to 50% by Daniel Matlow, Chief Executive Officer of the Corporation, and 50% by Brian Goffenberg, Chief Financial Officer of the Corporation, became owner and controller of 13,400,016 Common Shares, representing 38.92% of the issued and outstanding Common Shares. 251 originally purchased the Vitalhub common shares that were exchanged for Common Shares today as an investment and 251, Daniel Matlow, or Brian Goffenberg may purchase additional securities of the Corporation on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors. Each of 251, Daniel Matlow and Brian Goffenberg intends to file a report describing their respective acquisition with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CFO of the Corporation.

ABOUT VITALHUB CORP.

Vitalhub offers a mobile application that provides medical professionals with comprehensive, relevant patient information at the point of care on a wide range of mobile devices. Vitalhub's proprietary server technology and suite of intuitive applications retrieve and aggregate patient data from multiple disparate clinical information systems and display it in a single, unified view on a mobile device.

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 release.

Certain information in this press release may constitute forward-looking information. 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 Corporation 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 Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

For more information, please contact:

For further information about Vitalhub Corp. please contact:

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

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