MISSISSAUGA, ON, June 9 /PRNewswire/ - MedX Health Corp. (“MedX”), a leader in the development, manufacture and distribution of innovative phototherapy devices, is pleased to announce that it has reached an agreement in principle to complete an amalgamation with Bricol Capital Corporation (“Bricol”), a “Capital Pool Company” that has not carried on an active business. This amalgamation will form the qualifying transaction for Bricol pursuant to the policies of the TSX Venture Exchange Inc. (the “Exchange”). One common share of the amalgamated corporation (“Amalco”) will be issued in exchange for each common share of MedX and in exchange for every ten common shares of Bricol. Upon completion of the qualifying transaction, the amalgamated company will be called “MedX Health Corporation” and its head office will be in Mississauga, Ontario. MedX will seek shareholder approval of the amalgamation at its next Annual and Special Meeting of Shareholders at a date to be determined in early summer.
In conjunction with the proposed amalgamation, MedX proposes to complete a private placement raising approximately $2,000,000 cash. The private placement will consist of an offering of 2,000,000 Units, each unit consisting of one MedX common share and one warrant. Each warrant will entitle the holder thereof to purchase one common share of MedX at an exercise price of $1.25 for a period of 24 months from the closing of the MedX Private Placement. If the amalgamation and the MedX Private Placement are completed, MedX will have 17,710,604 common shares outstanding with a deemed value of $1.00 per share. MedX proposes to issue a total of 300,000 common shares to Gary Perkins and Bennett Kurtz as finders’ fees in conjunction with introducing Bricol to MedX and acting as advisors with respect to the MedX Private Placement. Perkins and Kurtz will also be paid a total of $100,000 cash as part of the finder’s fee.
The closing of the amalgamation is subject to a number of conditions, including, but not limited to, Exchange acceptance, disinterested shareholder approval of Bricol shareholders, MedX shareholder approval, the continuance of Bricol (an Alberta corporation) to the jurisdiction of the Business Corporations Act (Ontario), and the completion of the aforementioned private placement: There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with seeking shareholder approval of the amalgamation, any information released or received with respect to the amalgamation may not be accurate or complete and should not be relied upon.
About the Company - MedX, the phototherapy experts, are leaders in the development, manufacture and distribution of innovative phototherapy medical devices. MedX products offer effective treatment through a powerful and proven modality - giving patients a rapid, drug free and non-invasive healing solution. MedX products are used by practitioners in clinics, academic facilities, and hospitals as well as by professional athletes and sports teams to improve quality of life through accelerating healing and reducing pain. MedX brand products are US FDA and Health Canada cleared and are produced in an ISO 9001 and ISO 13485 certified manufacturing and testing facility. For a complete profile of MedX Health Corp. and its products visit www.medXhealth.com
MedX Health Corp.
CONTACT: Phil Passy, President and CEO, MedX Health Corp., (905) 826-0766x226, passy@medXhealth.com