Early Warning News Release

January 30, 2019 10:45 AM EST | Source: Abacus Health Products Inc.

This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Toronto, Ontario--(Newsfile Corp. - January 30, 2019) - KW Capital Partners Ltd. ("KW Capital") and Yaron Conforti ("Yaron") Shimcity Inc. ("Shimcity") and Jonathan Conforti ("Jonathan") (collectively, the "Reporters"), announce that, immediately following completion of the Business Combination (as defined below), each Reporter's deemed beneficial ownership of subordinate voting shares ("Subordinate Shares") of Abacus Health Products, Inc., (CSE: ABCS) an Ontario corporation (formerly, World Wide Inc.) (the "Company") decreased to below 10% on an undiluted and partially-diluted basis.

The transaction giving rise to this press release was the completion of a business combination (the "Business Combination") that resulted in a reverse takeover of the Company by the securityholders of Abacus Health Products, Inc., a Delaware corporation ("Old Abacus"), on January 29, 2019. Prior to the completion of the Business Combination, the existing class of common shares of the Company ("Old Common Shares") were redesignated as Subordinate Shares. As a result of these changes, and for greater certainty, without any acquisition or disposition by the Reporters, the Reporters' deemed beneficial ownership of Subordinate Shares decreased to below 10% on an undiluted and partially-diluted basis.

Prior to the completion of the Business Combination, each Reporter held the following securities of the Company:

a) Shimcity held 38,600 Old Common Shares, representing 12.74% of the issued and outstanding Old Common Shares, and did not hold any securities convertible into Old Common Shares;

b) Jonathan held 91,350 Old Common Shares, representing 30.15% of the issued and outstanding Old Common Shares, and did not hold any securities convertible into Old Common Shares;

c) KW Capital held 52,200 Old Common Shares, representing 17.23% of the issued and outstanding Old Common Shares, and did not hold any securities convertible into Old Common Shares; and

d) Yaron held 91,350 Old Common Shares, representing 30.15% of the issued and outstanding Old Common Shares, and did not hold any securities convertible into Old Common Shares.

Following the completion of the Business Combination, each Reporter now has ownership or control over the following securities of the Company:

a) Shimcity has ownership or control over 38,600 Subordinate Shares, representing approximately 0.69% of the issued and outstanding Subordinate Shares on an undiluted basis, and does not hold any securities convertible into Subordinate Voting Shares;

b) Jonathan has ownership or control over 91,350 Subordinate Shares, representing approximately 1.64% of the issued and outstanding Subordinate Shares on an undiluted basis, and does not hold any securities convertible into Subordinate Voting Shares;

c) KW Capital has ownership or control over (i) 52,200 Subordinate Shares, representing approximately 0.94% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 793,092 Subordinate Shares upon the conversion or exercise of, respectively, convertible debentures and warrants of the Company, which together with the 52,200 Subordinate Shares and assuming full exercise and conversion of the foregoing convertible securities, represents approximately 13.30% of the issued and outstanding Subordinate Shares on a partially diluted basis, provided that KW Capital is subject to a standstill restriction pursuant to the terms of its warrant certificates that prohibits KW Capital from exercising such warrants to the extent that, following the exercise thereof, it holds 10% or more of the issued and outstanding Subordinate Voting Shares; and

d) Yaron, together with Emmarentia Management Corp., a corporation which is wholly-owned by Yaron, has ownership or control over (i) 131,350 Subordinate Shares, representing approximately 2.36% of the issued and outstanding Subordinate Shares on an undiluted basis, and (ii) 524,186 Subordinate Shares upon the conversion or exercise of, respectively, convertible debentures and warrants of the Company, which together with the 131,350 Subordinate Shares and assuming full exercise and conversion of the foregoing convertible securities, represents approximately 10.77% of the issued and outstanding Subordinate Shares on a partially diluted basis, provided that Yaron is subject to a standstill restriction pursuant to his warrant certificates that prohibits Yaron from exercising such warrants to the extent that, following the exercise thereof, he holds 10% or more of the issued and outstanding Subordinate Voting Shares.

The Subordinate Shares held by each of the Reporters are being held for investment purposes. In the future, each Reporter may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company's financial position, the price levels of the Subordinate Shares, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions that each Reporter may deem appropriate, increase, decrease or change its ownership over the Subordinate Shares or other securities of the Company.

An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and will be posted to SEDAR at www.sedar.com and available on request at the number and addresses below. Further information on the Business Combination can be found in the Company's listing statement filed under the Company's profile on SEDAR at www.sedar.com.

For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Business Combination referred to in this press release, please contact Shimcity at 416-869-1234.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42554

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