Jack Nathan Medical Corp. (TSXV: JNH, OTCQB: JNHMF) (“Jack Nathan Health”, “JNH” or the “Company”) is pleased to announce that, further to the Company’s June 15, 2023 press release, it has closed the C$8,000,000 convertible debenture (the “Debenture”) financing with Wal-Mart Canada Corp. (“Wal-Mart”).
Wal-Mart has advanced to the Company under the Debenture the C$8,000,000 principal amount (the “Principal Amount”). The proceeds from the Debenture are to be used for the operations of Jack Nathan Health that are operated in collaboration with Wal-Mart, including for the opening of up to 25 new clinics and Quebec infrastructure.
The Debenture bears interest at the rate of 9% per annum, payable quarterly until the earlier of the Maturity Date (as defined below) or the date of full conversion of the Debenture. Subject to earlier conversion, the Debenture will mature on July 20, 2026 (the “Maturity Date”). The principal amount outstanding under the Debenture shall be convertible, at the option of Wal-Mart, into units of the Company (each, a “Unit”) at a price of C$0.105 per Unit. Such principal will be so convertible by Wal-Mart in whole or part, at any time and from time to time prior to the Maturity Date. Each Unit shall consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant of the Company (a “Warrant”), with each Warrant entitling the holder to purchase one Common Share at an exercise price of C$0.105 until the date that is three years following the date of issue of such Warrant.
Immediately prior to entering into the Debenture, Wal-Mart did not have beneficial ownership of, or control and direction over, any Common Shares. Assuming conversion in full of the Principal Amount, Wal-Mart would own 76,190,477 Common Shares and 76,190,477 Warrants. Assuming an exercise in full of the Warrants, Walmart’s securityholding percentage in respect of the Common Shares would be 64.07% (based on there being 237,833,705 Common Shares issued and outstanding). Furthermore, Wal-Mart may, subject to approval by the TSX Venture Exchange, acquire additional Common Shares as payment for accrued interest on the Principal Amount outstanding.
Wal-Mart entered into the Debenture for investment purposes. Walmart has no current plans or intentions which relate to, or would result in, acquiring additional securities of the Company, disposing of securities of the Company, or any of the other actions requiring disclosure under the early warning report provisions of applicable securities laws. In the future, Wal-Mart may discuss with management and/or the board of directors of the Company (the “Board”) further transactions or opportunities and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems advisable to benefit from changes in market prices of the Company’s securities, publicly disclosed changes in the operations of the Company, its business strategy or prospects or from a material transaction of the Company.
Wal-Mart has the right, but not the obligation, to nominate one individual for appointment to the Board. Wal-Mart has indicated that it does not currently intend to exercise this right. Upon any conversion of the Debenture, Wal-Mart shall be entitled, but not obligated, to nominate up to three individuals for appointment to the Board for so long as it holds 30% or greater of the outstanding Common Shares. Wal-Mart’s Board nomination rights shall decrease to two individuals if it holds greater than 20% but less than 30% of the outstanding Common Shares and one individual if it holds greater than 10% but less than 20% of the outstanding Common Shares. In addition to its Board nomination rights Wal-Mart will be entitled (but not obligated) to appoint two non-voting Board observers.
So long as Wal-Mart holds a minimum of 10% of the outstanding Common Shares on a Partially Diluted Basis (as defined below), Wal-Mart will have the right (the “Pre-Emptive Right”) to participate in any future equity offerings of the Company to maintain Walmart’s pro rata interest at the time of the offering date. “PartiallyDiluted Basis” means before giving effect to the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for Common Shares, other than the Debenture which shall be deemed converted for the purpose of determining the availability of Wal-Mart’s Pre-Emptive Right.
Shareholders of the Company approved the Debenture at the annual and special meeting of shareholders of the Company held on July 19, 2023.
An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of the Company at www.sedar.com. To obtain a copy of the early warning report, you may also contact Sarah Kennedy at sarah.kennedy@walmart.com. Wal-Mart’s address is 1940 Argentia Road Mississauga, Ontario L5N 1P9.
About Jack Nathan Medical Corp.
Jack Nathan Medical Corp., operating as Jack Nathan Health®, is one of Canada’s largest healthcare networks. Jack Nathan Health® is an innovative healthcare company that is improving access for millions of patients by co-locating physician and ancillary medical services conveniently located inside Walmart® stores.
Jack Nathan Health® provides an exceptional level of patient care, made possible through patient-centric physicians, a variety of medical services, technology, and programs, designed to put patients first. Our mission is to provide everyone access to the finest quality retail medical centres, with both in-clinic physicians and digital telemedicine, so you and your loved ones can "Live Your Best Life".
Jack Nathan Health® was established in 2006 and continues to expand its international footprint, delivering exceptional, state-of-the-art, turn-key medical centres. In Canada, the Company has 75 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec. 18 clinics, 3 Rehab and 5 MedSpa are corporate owned and operated. In Mexico, the Company has 131 corporate owned and operated clinics in Walmart locations and 4 clinics inside Walmart Distribution Centres servicing Walmart Associates
For more information, visit www.jacknathanhealth.com or www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe”, “estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; the economic and business impact of operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward- looking information, other than as required by applicable law.
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