Toronto, Ontario / TheNewswire / April 17, 2017: A correction from source is issued with respect to the news release that was disseminated on April 12, 2017 at 5:30p.m. (Eastern Standard Time).  The shareholdings of Sonya Satveit contained in the fourth paragraph were incorrect.  The correct version of the news release follows:

Open Source Health Announces
Private Placement and Debt Settlement

Toronto, Ontario, Canada – April 12, 2017: Open Source Health Inc. (the “Company”)(CSE:OSH), (Frankfurt:0OS), a cloud based precision health platform that puts control into the hands of women to educate, advocate and collaborate on their own healthcare is pleased to announce a non-brokered private placement for gross proceeds of $15,000 with the Company’s CEO, Sonya Satveit, through the issuance of 300,000 units (the “Units”) of the Company at a price of $0.05 per Unit (the “Offering”).  Each Unit is comprised of one common share (a “Common Share”) and one common share purchase warrant (a "Warrant").  Each Warrant entitles the holder thereof to acquire one common share for a period of thirty-six (36) months from the date of closing of the Offering at an exercise price of $0.15 per share.  The Company has also issued an aggregate of 5,000,000 Units, on the same terms and conditions as the Offering, to certain arm’s length creditors in settlement of an aggregate of $250,000 of indebtedness at a price of $0.05 per common share.

All securities issued under the Offering and shares for debt transaction are subject to a four month and one day statutory hold period from the date of issuance pursuant to applicable securities laws.

The Offering and the shares for debt transaction constitute a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as insiders of the Company will receive an aggregate of 5,300,000 Units in connection with the Offering and the debt settlement.  The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 due to the fact that the Company is in financial hardship.  The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering and debt settlement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner and to improve its financial position by reducing its accrued liabilities.

Sonya Satveit, a director and officer of the Company, acquired 300,000 Common Shares and 300,000 Warrants in connection with the Offering and, in connection with the debt settlement, will acquire an aggregate of 2,000,000 Common Shares and 2,000,000 Warrants. Following completion of the Offering and debt settlement, Ms. Satveit will own an aggregate of 4,865,734 common shares, 6,871,320 common share purchase warrants and options to purchase 87,500 common shares of the Company, representing approximately 25.89% of the issued and outstanding common shares of the Company on a non-diluted basis.  If Ms. Satveit were to exercise all of her convertible securities she would own 11,824,554 common shares, representing approximately 45.92% of the Company’s then outstanding common shares, on a partially diluted basis.

Pilkington Capital Corporation, an entity controlled by Gary Bartholomew, a director and officer of the Company, will acquire an aggregate of 2,000,000 Common Shares and 2,000,000 Warrants of the Company in connection with the debt settlement.  Following completion of the debt settlement, Mr. Bartholomew will own or control an aggregate of 2,180,455 common shares, 2,684,678 common share purchase warrants and options to purchase 100,000 common shares of the Company, representing approximately 11.60% of the issued and outstanding common shares of the Company on a non-diluted basis.  If Mr. Bartholomew were to exercise all of his convertible securities he would beneficially own or control 4,965,133 Common Shares, representing approximately 23.01% of the Company’s then outstanding common shares, on a partially diluted basis.

Frederick Clayton Trotter, an officer of the Company, will acquire an aggregate of 1,000,000 Common Shares and 1,000,000 Warrants of the Company in connection with the debt settlement, representing approximately 5.32% of the issued and outstanding common shares of the Company on a non-diluted basis.  Following completion of the debt settlement, Mr. Trotter will own or control an aggregate of 1,000,000 common shares, 1,000,000 common share purchase warrants and options to purchase 100,000 common shares of the Company.  If Mr. Trotter were to exercise all of his convertible securities he would own or control, directly and indirectly, 2,100,000 Common Shares, representing approximately 10.55% of the Company’s then outstanding common shares, on a partially diluted basis.

Ms. Satveit and Messrs. Bartholomew and Trotter have acquired the securities for investment purposes and they may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over the common shares, or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For further details in respect of these transactions, please see the early warning reports, copies of which are available on the Company’s profile on SEDAR at www.sedar.com.

The Company also announces that it has granted an aggregate of 450,000 options to purchase common shares of the Company exercisable at a price of $0.05 per share and expiring on April 12, 2027, to certain directors and officers of the Company.  The common shares issuable upon exercise of the options are subject to a four-month hold period from the original date of grant.

 

The Company announces the resignation of Ms. Carole Staveley from the Board of Directors, and thanks her for her service.

 

About Open Source Health Inc.:

Open Source Health takes a truly patient-centered approach and is in the business of providing a cloud based, real-time precision medicine platform to Clinics and Practices that focus on Women’s Health. Open Source Health Inc. is leading the digital transformation of healthcare by leveraging the latest trends in digital health, precision medicine, molecular medicine, integrated and personalized health, social health and participatory medicine. This is medicine for the 21st century.

For more information, visit www.opensourcehealth.com

Contact:

For further information, please contact Investor Relations at Open Source Health Inc.
Toll Free: 1.866.403.1933 in North America

International Calling: +01.647.872.9986       
http://www.opensourcehealth.com/contact-new/

 

Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Open Source Health Inc. (“OSH”), including, but not limited to, the impact of general economic conditions, industry conditions and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

 

The forward-looking statements contained in this press release are made as of the date of this press release, and OSH does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.