QuestCap Inc. (“
QuestCap” or the
“
Company”) (CSE:QSC; FRA:34C1) announced today
that the Company has executed a share purchase agreement (the
“
A&H Agreement”) to acquire 49 percent of the
issued and outstanding shares of Athletics and Health Solutions
Inc. (“
A&H”), a recently incorporated private
Ontario corporation which has entered into a non-binding letter of
intent (the “
LOI”) on April 14, 2020 with the
Division Mayor del Futbol Colombiano (“
DIMAYOR”),
the organization responsible for operating
professional football leagues and tournaments
in Colombia, to restart football activities in Colombia.
Under the terms of the A&H Agreement,
QuestCap is to issue a total of 6 million common shares to four
arm’s length vendors of the A&H common shares. Based on
the April 15, 2020 closing price of $0.47 (CDN) of QuestCap’s
common shares on the Canadian Securities Exchange, the common
shares to be issued to the vendors of the A&H common shares are
valued at $2,820,000 (CDN). In addition, A&H has
covenanted that it will promote and preserve for QuestCap the
goodwill of consultants, suppliers and others having business
relations with A&H.
Under the terms of the LOI, A&H is to:
- provide DIMAYOR with a team of interdisciplinary health
professionals at all venues where professional football matches are
to be played in Colombia;
- provide and perform the serology tests weekly on the football
players, technical personnel and people who live with them in the
team camps;
- 24 hours before each football game, administer an early
diagnostic antigens/antibody test to all personnel required for the
games as well as the televised transmission (players, coaching
staff, referees, ball boys, law enforcement, maintenance staff,
delegates, etc.);
- create a traceability application for each of the players and
the coaching staff to monitor compliance with testing and
quarantine measures, using a point-to-point control system, in
stadiums and other locations where the Colombian football teams are
confined; and
- together with DIMAYOR and the Colombian Football Federation,
create security protocols/procedures as well as formulate a
schedule of the football games to be played (along with practices
and ancillary events). The scheduling of the football season will
take into account the length and location of quarantines for the
teams, safe and controlled transportation for the teams and the
determination of safe venues/cities to host games
(1 – 5 inclusive, the
“Program”).
A&H and DIMAYOR are to work together, in
good faith, to enter into a binding definitive agreement to govern
the implementation of the Program in Colombia (the
“Definitive Agreement”). Conditions to
entering into the Definitive Agreement are that (a) DIMAYOR and the
Colombian Football Federation be satisfied that the Program
satisfies applicable domestic/international
accreditations/approvals; (b) A&H and DIMAYOR obtain all
necessary regulatory approvals to enter into the Definitive
Agreement as well as comply with all applicable laws; and (c)
DIMAYOR, or its representative, obtain approval from its General
Assembly to enter into the Definitive Agreement. The LOI is
valid for a maximum period of 45 days, and it can be terminated
prior to the end of such period if DIMAYOR’s General Assembly or
its legal representative are not reasonably satisfied with the
accreditations provided by A&H of its products or services.
In establishing the Program, A&H is to use a
Standard for Safe Sport™ Medical
Screening, Interpretation and Reporting Protocols (the
“Standard” or the “Standard for Safe
Sport”). The newly established Standard for Safe
Sport involves self-assessment, COVID-19 testing within the league
executed by trained and certified individuals; self-reporting,
aggregating test results and collaborating with governing bodies;
and self-regulation, by enforcing medical recommendations and
measures for recovery with a commitment to players, staff and
support. This Standard was created by Glenco Medical Corp.
(“Glenco”), led by Glenn Copeland, CEO of Glenco
and Special Advisor to QuestCap, Marcy Herriman, President of
Glenco; and Dave Wright, Director of Sports Medicine at Glenco. Dr.
Copeland is the Team Physician of the Ottawa Redblacks of the
Canadian Football League and one of the Team Physicians of the
Toronto Blue Jays and a consultant to the Atlanta Braves.
The following is a snapshot of some of the key
elements considered in the Standard and which QuestCap expects
A&H will deploy in the Program:
- In the preparation phase, all
people required for day to day operation of the organization would
be identified, and their consent to participate obtained.
Accommodations and logistics for food and equipment delivery will
be arranged.
- Screening will include a baseline
assessment of all participants via temperature, medical
questionnaire and antibody testing.
- The testing phase will consider the
number of tests required, the administrator, and the testing
location. The testing phase will use antibody tests supplied
by MTJR Inc. (“MTJR”), a company which has entered
into an exclusive supply agreement with a Korean diagnostic testing
company and which has entered into a profit sharing agreement with
QuestCap (see below).
- The success of data collection
depends on obtaining high quality, verified information and
securing it properly. It will require infrastructure to collect
input from many sources while limiting access and permissions.
- Preventing transmission will be
accomplished by rapid data analysis to quarantine infected
individuals and provide necessary care.
As noted above, MTJR will supply the antibody
tests for the Program. As disclosed in QuestCap’s news
release of April 7, 2020, QuestCap and MTJR have entered into a
profit sharing agreement pursuant to which, subject to the
satisfaction of conditions, MTJR is to exclusively distribute,
market and sell COVID19 antibody tests in North and South America,
and QuestCap is to receive 40 per cent of any profits earned from
the sale of the tests in exchange for helping to financing the
purchase of the tests for distribution in the Americas.
These unique serological tests are to identify
individuals who have overcome the infection in the past, or are
currently fighting it, by analysing their immune response.
Individuals with immunity based on the antibodies detected in their
blood and may no longer be susceptible to infection and
therefore can be considered safe to return to work and sport.
This test is expected to provide the confidence to return the
players back to the field in a controlled environment.
COVID-19 Antibody Test
Disclaimers:
- Negative results do not rule out
SARS-CoV-2 infection, particularly in those who have been in
contact with the virus. Follow-up testing with a molecular
diagnostic should be considered to rule out infection in these
individuals.
- Results from antibody testing
should not be used as the sole basis to diagnose or exclude
SARS-CoV-2 infection or to inform infection status.
- Positive results may be due to past
or present infection with non-SARS-CoV-2 coronavirus strains, such
as coronavirus HKU1, NL63, OC43, or 229E.
About QuestCap Inc.QuestCap is
an investment company that seeks to enhance shareholder value over
the long term by opportunistically making various investments that
may include, without limitation, the acquisition of equity, debt or
other securities of publicly traded or private companies or other
entities, financing in exchange for pre-determined royalties or
distributions and the acquisition of all or part of one or more
businesses, portfolios or other assets.
About Athletics and Health Solutions
Inc.A&H is an emerging health and wellness company
working to create a comprehensive program to detect, manage and
minimize the spread of viruses in large gatherings of people,
specializing in the sports & entertainment industries.
About DIMAYORDIMAYOR
administers all levels of professional football leagues and cups in
Colombia, including Liga BetPlay DIMAYOR (the top flight), Torneo
BetPlay DIMAYOR, Copa BetPlay DIMAYOR, Superliga Aguila 2020 and
the women’s professional league, the Liga Feminina.
For additional information, please contact:G
Scott Moore, Co-Chairsmoore@forbesmanhattan.com+1-416-861-5903
For Canadian media enquires please contact:Wynn
Theriaultwynn@thirtydash.ca+1-416-710-3370
For US media enquires please contact:Bubba
Gramkowbubba@bevelpr.com+1-925-324-0142
Cautionary Note Regarding
Forward-looking Information
This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not
limited to, statements with respect to the Standard for Safe Sport;
the timing of commencement of any athletic activities; the
acquisition of A&H; the appointment of advisors; and any
potential commercialization of the Standard for Safe Sport and
associated protocols. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company, as the case may be, to be materially different from
those expressed or implied by such forward-looking information.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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