TORONTO– Mednow Inc. (TSXV:MNOW), Canada’s on-demand virtual pharmacy, is pleased to announce the Company has completed the acquisition (the “Acquisition”), previously announced on March 7, 2022, of all of the issued and outstanding voting shares of Mednow Pharmacy Inc. (“Mednow East”), for an aggregate cash payment of approximately C$65,578 and the Company’s agreement to convert approximately C$1,374,422 owed by Mednow East to the Company pursuant to a pharmacy agreement dated September 15, 2020, as amended October 30, 2020 (the “Pharmacy Agreement”) into a non-interest bearing on-demand convertible promissory note (the “Note”). At the sole discretion of the Company, the Note can be satisfied by the payment of cash or the issuance of 2,095 Class A Special Shares of Mednow East at a deemed price of $655.78 per share. Mednow East’s revenue and expenses will be consolidated with those of the Company and the Pharmacy Agreement between the two parties will be terminated
Mednow East is a Toronto company that operates an online pharmacy, delivering prescriptions in the Province of Ontario. Mednow East has its business headquarters in Toronto and employs Mednow’s marketing and technology platform for lead generation, prescription fulfillment and customer services.
“We are continuing to execute our plan for a national presence across Canada and we are thrilled to be consolidating Mednow East under our platform. As we add service to our digital first healthcare platform, we are also simultaneously working to expand our geographical reach to become a household name in Canadian healthcare,” said Karim Nassar, Chief Executive Officer.
As Amir Ali Reyhany-Bozorg and Felipe Campusano are directors of the Company and Karim Nassar is the Chief Executive Officer of the Company, and each are also shareholders of Mednow East, the Acquisition is a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 pursuant to the exemptions in section 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the shares of Mednow East, nor the consideration paid therefor, exceeds 25% of the Company’s market capitalization.
