Mainstreet Health Investments Inc. (Formerly Kingsway Arms Retirement Residences Inc.) Completes Reverse Takeover Transaction
TORONTO, ONTARIO, APRIL 4, 2016 – Mainstreet Health Investments Inc. (TSXV: HLP) (the “Company”) (formerly Kingsway Arms Retirement Residences Inc.) today announced the completion of its reverse takeover transaction (the “Reverse Takeover”) with Mainstreet Investment Company, LLC (“Mainstreet”) previously announced on November 6, 2015.
In connection with the Reverse Takeover, the Company has acquired all of the shares of Mainstreet Health Holdings Inc. (“MHI Holdco”) held by Mainstreet (which shares constitute approximately 75% of the issued and outstanding shares of MHI Holdco) in consideration for 81,160,000 common shares (“Common Shares”) and 307,659,850 non-voting shares (“Non-Voting Shares”) of the Company. MHI Holdco indirectly holds a portfolio of 10 senior care properties in the state of Illinois.
In connection with the Reverse Takeover, the Company also filed articles of continuance to continue under the laws of the Province of British Columbia, changed its name from “Kingsway Arms Retirement Residences Inc.” to “Mainstreet Health Investments Inc.” and reorganized its share capital to create the Non-Voting Shares. Subject to satisfying the conditions of the TSX Venture Exchange (“TSX-V”) set forth in its conditional approval letter dated February 19, 2016, the Company expects trading of its common shares (“Common Shares”) on the TSX-V to resume in early April under the new trading symbol “HLP”. On resumption of trading, the Common Shares will trade in US dollars.
In connection with the approval of the Reverse Takeover, shareholders of the Company also approved all other matters considered at the shareholders meeting (the “Meeting”) held on March 30, 2016, including the consolidation of Common Shares and Non-Voting Shares on the basis of one post-consolidation Common Share or Non-Voting Share for every 250 pre-consolidation Common Shares or Non-Voting Shares, as the case may be (provided that the consolidation ratio may be otherwise determined by the board of directors of the Company, in its discretion). The Company intends that such consolidation be implemented at such time as the post-consolidation share capitalization of the Company will satisfy the listing requirements of the stock exchange on which the Company is then listed.
Please refer to the management information circular of the Company dated February 29, 2016 (the “Information Circular”) available on SEDAR at www.sedar.com for further details concerning the matters approved at the Meeting.
As a result of the completion of the Reverse Takeover, an aggregate of 101,450,000 Common Shares and 307,659,850 Non-Voting Shares are issued and outstanding, consisting of 81,160,000 Common Shares and 307,659,850 Non-Voting Shares held by Mainstreet and 20,290,000 Common Shares held by parties who were shareholders of the Company prior to completion of the Reverse Takeover.
Pursuant to the terms of an escrow agreement (the “Escrow Agreement”) among the Company, Computershare Investor Services Inc. and certain escrowed shareholders, an aggregate of 84,300,000 Common Shares and 307,659,850 Non-Voting Shares have been placed in escrow. Such shares will be released in tranches in accordance with the terms and conditions of the Escrow Agreement, as outlined in the Information Circular.
The board of directors of the Company now consists of Paul Ezekiel Turner, Dan Amadori, Brad Benbow, Shaun Hawkins, Rick Turner, Rob Dickson and Katherine C. Vyse. The senior officers of the Company are as follows: Adlai Chester (Chief Executive Officer), Scott White (President) and Scott Higgs (Chief Financial Officer).
About Mainstreet Health Investments Inc.
Mainstreet Health Investments Inc. owns 10 seniors housing and healthcare properties in the state of Illinois and has entered into an agreement to acquire one additional property. The properties are leased to an experienced tenant operator under a fifteen year, triple net master lease.
For Information Contact:
Mr. Randy Henry
Director – Investor Relations
Neither the TSX-V nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws, including without limitation statements regarding the resumption of trading of the Common Shares on the TSX-V. Although the forward-looking statements contained in this press release are based upon assumptions that management of the Company believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.