PSN.P Physinorth Acquisition Corporation Inc

Physinorth Acquisition Corporation Inc. (TSXV: PSN.P) (“Physinorth” or the “Corporation”) announces that it has completed, on February 21, 2020, its brokered private placement, as previously announced by the Corporation on October 1, 2019, of 5,834,435 subscription receipts at a price of $0.225 per subscription receipt (each, a “Subscription Receipt”) for total gross proceeds of $1,312,747.87 (the “Private Placement”). Leede Jones Gable Inc. (the “Agent”), an Arm’s Length party to the Corporation, acted as lead agent in connection with the Private Placement. Insiders of the Corporation subscribed to the Private Placement for 222,222 Subscription Receipt for total gross proceeds of $49,999.95.

Each Subscription Receipt shall entitle the holder thereof, without payment of additional consideration or further action, to receive one (1) unit of the Corporation (each a “Unit”) upon completion of the previously announced Qualifying Transaction (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”)) with the entities forming Groupe Premier Soin, with each Unit being comprised of one (1) common share in the capital of the Corporation (each a “Share”) and one half (1/2) of a common share purchase warrant (each a “Warrant”), each whole Warrant being exercisable at a price of $0.35 per share for a period of twenty four (24) months following the closing date of the Qualifying Transaction.

Under the Private Placement, the Corporation will pay to the Agent, upon closing of the Qualifying Transaction, a total cash commission of $131,274.79, representing ten percent of the gross proceeds of the Private Placement, and issued to the Agent a total of 583,443 compensation options (each a “Compensation Option”), representing ten percent of the Subscription Receipt issued pursuant to the Private Placement, each Compensation Option entitling the Agent to acquire, subject to adjustment, one (1) compensation unit of the Corporation (each a “Compensation Unit”) at a price of $0.225 per Compensation Option, for a period of 36 months from the closing date of the Qualifying Transaction. Each Compensation Unit is comprised of one (1) common share in the capital of the Corporation (each a “Compensation Unit Share”) and one half (1/2) of a common share purchase warrant in the capital of the Corporation (each a “Compensation Unit Warrant”), with each whole Compensation Unit Warrant entitling the Agent to purchase one (1) Share (each a “Compensation Unit Warrant Share”) at a price of $0.35 per Compensation Unit Warrant Share for a period of thirty-six (36) months from the closing date of the Qualifying Transaction.  

Any securities issued pursuant to the Private Placement are subject to a mandatory hold period of four months and a day from the date of issuance, as per the provisions of National Instrument 45-102 respecting Resale of Securities.

The closing of the Private Placement was one of the conditions to the final acceptance by the Exchange of the Qualifying Transaction. The Corporation is currently finalizing the closing of the Qualifying Transaction and anticipates a closing and resumption of trading for the resulting entity in the coming weeks and, in any event, prior to March 26, 2020.

For Further Information Please Contact:

Mr. Jean-Robert PronovostChief Executive OfficerPhysinorth Acquisition Corporation Inc.jrp@capepartners.ca / 514-581-1473

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of Physinorth with Canadian securities regulatory authorities available at www.sedar.com.