Toronto, Ontario, March 30, 2018 – Canada House Wellness Group Inc. (CSE: CHV) (“Canada House” or the “Company”): This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the acquisition of securities of the Company by Mr. Michael Southwell (“Mr. Southwell” or the “Acquiror”).
The Acquiror announces that, on or about November 7, 2016, Canada House issued to Mr. Southwell 24,832,682 common shares of the Company (“Common Shares”) pursuant to a share exchange agreement with the Company, among others, and granted Mr. Southwell 1,200,000 stock options (the “Options”) exercisable into one Common Share per Option at an exercise price of $0.25 until November 7, 2021. Since then, Mr. Southwell has acquired, on November 1, 2017, 1,000,000 Common Shares on a private placement basis through MWS Holdings Inc. (“MWS”).
The Acquiror further announces that on December 6, 2017, Canada House issued to the Acquiror, through MWS, debentures convertible for up to 5,263,158 Common Shares (the “Debentures”) and warrants to acquire up to 5,263,000 Common Shares (the “Warrants”).
The Warrants are exercisable into one Common Share at an exercise price of $0.30 for a period of 12 months; at an exercise price of $0.40 from 12 months to 24 months; at an exercise price of $0.60 from 24 months to 36 months; and at an exercise price of $0.80 from 36 months to 48 months following the closing date.
Prior to November 7, 2016, the Acquiror held no securities in the Company. Assuming the conversion in full of the Debentures and the exercise in full of the Warrants and of the Options, the Acquiror would hold, directly and indirectly, an aggregate of 37,558,840 Common Shares representing approximately 21% of the Company’s Common Shares.
The Acquiror is donating 20,000,000 of his 25,832,682 Common Shares to a charity that is being created, named Global Alliance Foundation Fund. It is currently expected that such donated Common Shares will be fully allocated and that this first of its kind in the world veteran owned and operated charity will be active by November 2019.
The Acquiror acquired the Securities for investment purposes and may, depending on market and other conditions, increase, decrease or change its beneficial ownership over the Common Shares or other securities of the Company through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com). A copy of such report may also be obtained by contacting DS Lawyers Canada LLP, the Acquiror’s legal counsel, at firstname.lastname@example.org.
The name and address of the “Acquiror” filing the report is:
71 Pheasant Drive
Waasis, New Brunswick