Toronto, ONTARIO – February 5, 2014 –
Open Source Health Inc. (formerly Sunshine Capital Corporation) (CSE: OSH) (the “Company”) is the first cloud based integrated healthcare platform for women that allows women to proactively take control of their own healthcare. OSH Is pleased to announce that it has completed its previously announced reverse takeover (the “RTO”) by Open Source Health Corporation (“OSHC”) on January 31, 2014. The RTO was preceded by a non-brokered private placement by OSHC for gross proceeds of $1,218,500 (the “Private Placement” and together with the RTO, the “Transaction”).
On February 3, 2014, the Canadian Securities Exchange (the “CSE”) issued its conditional approval of the listing of the common shares of the Company (the “Common Shares”) upon completion of the Transaction. The Common Shares are expected to begin trading on the CSE later this week under the ticker symbol “OSH”. Concurrently with the closing of the Transaction, the Company changed its name from Sunshine Capital Corporation to Open Source Health Inc.“We are at the right place at the right time,” said Sonya Satveit, CEO of Open Source Health. “The timing couldn’t be better to bring a patient-centered model like Open Source Health to market. Concierge medicine that is dynamically driven will be the future of healthcare, and by bringing the best of hands-on-medical care together with open source technology, we are poised to lead the change in digital medicine.”OSH was incorporated in 2013 to capitalize on the paradigm shift from doctor-centric to patient- centric models occurring in the healthcare industry and to build an innovative cloud-based platform to enable women to proactively manage their own health by incorporating personalized medicine, digital and mobile services and technological advances, integrative physicians and healthcare professionals by delivering concierge medicine, automatically curating personalized health news from the world’s most trusted health and medical information sources, publish an open source interface for personal and clinical medical devices to connect to a patient’s electronic record storage and an integrated e-commerce store to purchase products, devices, supplements, books and relevant products to each healthcare program offered by the platform.
Following the Transaction, the Company is continuing to build an advisory team of leading health care experts and experienced e-patients, completing the development of integrative health care programs that women can purchase and launching the platform, complete with testing protocols, analysis, diagnosis and treatment.Prior to and in connection with the closing of the RTO, throughout 2013 and early 2014, OSHC completed the Private Placement, which was a non-brokered private placement of common shares in the capital of OSHC (the “OSHC Shares”) for gross proceeds of $1,218,500. Under the Private Placement, OSHC issued 2,437,000 OSHC Shares at a price of $0.50 per OSHC Share and 2,437,000 common share purchase warrants of OSHC (the “OSHC Warrants”) exercisable to purchase one OSHC Share for a period of two years from the date of issuance at a price of $0.60 per OSHC Share.Pursuant to the RTO, the Company acquired all of the issued and outstanding OSHC Shares, including those issued pursuant to the Private Placement. The acquisition price for each outstanding OSHC Share was $0.50 per OSHC Share which was satisfied by the delivery of a unit comprised of one Common Share and one half of one common share purchase warrant of the Company that is exerciseable to purchase one Common Share for a period of one year from the date of issuance at a price of $0.85 per Common Share. The Company also exchanged, on a one for one basis, all of the outstanding warrants and options of OSHC for warrants and options of the Company. With the completion of the Transaction, OSHC has become a wholly-owned subsidiary of the Company and the Company has issued and outstanding 9,034,221 Common Shares, 7,083,278 common share purchase warrants and 759,160 options.The only principals of the Company that hold Common Shares are Ms. Sonya Satveit, the Chief Executive Officer, and Pilkington Capital Corporation, an entity that is affiliated with Mr. Gary Bartholomew, the Executive Chairman. Together, these principals hold 5,555,555 Common Shares, 90% of which are subject to an escrow agreement in Form 46-201F1 as required by National Policy 46-201.
In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Ms. Sonya Satveit, Mr. Gary Bartholomew, Mr. Eric Leslie, Mr. John Garden, Mr. Bruce Lyon and Mr. David Little. In addition, the Company is pleased to announce its senior management team as follows:Sonya Satveit – Chief Executive Officer and President
Gary Bartholomew – Executive Chairman
Mark Olson – Interim Chief Financial Officer
Summaries of the biographies for all of the directors and management of the Company are set out in the Company’s Listing Statement (the “Listing Statement”). The Listing Statement describes the businesses of the Company and OSHC, the terms of the RTO and the Private Placement, and will be available shortly on the SEDAR website at www.sedar.com.