High Mountain 2 Capital Corporation Announces Proposed Qualifying Transaction

News and research before you hear about it on CNBC and others. Claim your one week free trial for StreetInsider Premium here.

Calgary, Alberta–(Newsfile Corp. – September 28, 2022) – High Mountain 2 Capital Corporation (TSXV: HMCC.P)(the “society” Where “HM2“) is pleased to announce details regarding its proposed Arm’s Length Qualifying Transaction (the “Transaction“) involving a business combination with Interactive Health, Inc. (“IHI“), a private corporation incorporated under the laws of British Columbia.

IHI is a digital technology development company, focused on the medical and health education industry. IHI produces and sells digitally enhanced, interactive, competency-based learning tools for medical schools and healthcare learning centers to bridge the gap between theory and practice of medicine. This gap is recognized by medical educators around the world. IHI’s products and sales support competency-based health education with a virtual clinical environment allowing students to practice and gain clinical experience at significantly reduced cost and without legal and ethical consequences. IHI’s first commercialized flagship product, CyberPatient 2.5, is a digital simulated hospital with 130 digitally enhanced simulated patients accessible by all students and educators anytime and from anywhere. IHI has five other products in the production pipeline, which are expected to be released in the near future. IHI’s goal is to revolutionize medical education by moving the early stages of learning clinical skills into a virtual environment, with the goal of preparing students for real clinical practice.

The Company has entered into a non-binding letter of intent with IHI dated September 27, 2022 (the “Letter of Intent“) under which the Company and IHI intend to complete the Transaction by way of a stock purchase, plan of arrangement, merger, three-party merger or another structure to be determined, taking into account tax, securities and other relevant factors and potentially including a pre-closing reorganization of IHI, to form the resulting issuer called “Interactive Health International Inc.” (“New IHI“), or such other name as may be determined by IHI.

Pursuant to the proposed transaction, each issued and outstanding common share of IHI (“Share IHI“) will be exchanged for one (1) share of New IHI common stock (“New IHI share“) on a one-to-one basis (the “Exchange report“) after giving effect to the Combination (as defined below) such that all currently issued and outstanding IHI Shares will be exchanged for approximately 44,488,900 new IHI Shares. In addition, each additional IHI Share issued under IHI Working Capital Funding (as defined below) and Concurrent IHI Funding (as defined below) will be exchanged for new IHI Shares based on the Exchange Ratio. Each unexercised IHI warrant will be exchanged on a one-for-one basis for a replacement warrant issued by IHI on the same terms as the respective warrant, and each unexercised stock option of IHI will be exchanged on a one-for-one basis for a replacement option issued by New IHI with the same terms as the respective option.

As part of the Transaction, the Company expects that the ordinary shares in the capital of HM2 (the “HM2 actions“) currently issued and in circulation, will be consolidated (the “Consolidation“) on a one (1) for 1.75 basis immediately prior to the closing of the transaction, and will be exchanged for new shares of IHI after the consolidation. Each stock option and agent option in Company outstanding will be exchanged for stock options or New IHI Agents’ options on an equivalent economic basis.

IHI will use its commercially reasonable efforts to complete a private placement financing (the “IHI working capital financing“) on or before the date of the formal agreement for gross proceeds of at least $700,000, which will be in the form of IHI shares at a price of $0.25, where the proceeds of such financing will be immediately available to IHI upon the closing(s) of such financing and the closing(s) will not be conditional upon the closing of the Transaction.

As a condition of completion of the Transaction, IHI must complete a private placement financing (the “Concurrent IHI Funding “), at or before closing of the proposed transaction for gross proceeds of at least $2,200,000, which will be in the form of subscription receipts of IHI at a price of $0.35 when such securities are convertible into shares of IHI concurrently with the closing of the Transaction so that investors who participate in the IHI concurrent financing will receive new IHI shares upon closing of the transaction.The proceeds of the IHI concurrent financing will be held in trust and will not be available to IHI until the closing of the transaction.

It is intended that the Transaction, when completed, will constitute the “Qualifying Transaction” of the Company pursuant to TSX Venture Exchange Policy 2.4 (“SwapA more comprehensive press release will be issued by the Company disclosing details of the transaction, including financial information regarding IHI, additional details regarding IHI’s working capital financing, concurrent financing of IHI, the names and backgrounds of all persons who will constitute insiders of New IHI, and information regarding sponsorship, once certain conditions have been met, including:

i) the approval of the Transaction by the Boards of Directors of the Company and IHI;
(ii) satisfactory performance of due diligence; and
(iii) execution of the formal agreement.

The Letter of Intent expires on November 30, 2022 if the formal agreement has not been signed, and the Company and IHI have agreed not to solicit or enter into any agreements that could reasonably be expected to hinder or prevent the transaction, from the moment of the conclusion in the LI until November 30, 2022.

Shareholder approval is not required for the transaction under Exchange rules. However, the structure of the transaction has not yet been finalized, so shareholder approval under company law may be required and it is expected that a meeting of shareholders of the company will be held prior to closing. of the transaction to approve the continuation of the company. in British Columbia, the name change, a new stock option plan and the election of the board of directors. Trading in the common shares of the Company will remain suspended and is not expected to resume until the transaction is completed or until the Exchange receives the documentation required to resume trading.

For more information, please contact:

High Mountain 2 Capital Corporation
William Kanters – President, CEO and Director
Phone: (403) 619-7118

Interactive Health, Inc.
Abdul Karim Qayumi – President, CEO and Director
Phone: (604) 250-7013

Caution Regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements include approval of the Transaction by the board of directors of the Company and IHI, completion of due diligence, execution of the formal agreement, approval of the Exchange, approval by shareholders of certain matters and forward-looking statements relating to the development of IHI’s product business and IHI’s business generally. Use of any of the words “will”, “planned”, “sight”, and similar expressions and statements relating to matters which are not historical facts is intended to identify forward-looking information and is based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, statements relating to the terms and completion of the Transaction constitute forward-looking information. Actual results and developments may differ materially from those contemplated by the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. Statements made in this press release are made as of the date hereof. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

Completion of the transaction is subject to a number of conditions, including, but not limited to, the execution of a formal transaction agreement, the completion of satisfactory due diligence, acceptance of the Bourse, the receipt of required regulatory approvals and, if applicable, in accordance with the requirements of the Bourse. , majority of minority shareholder approval. If applicable, the Transaction cannot be completed until the required shareholder approvals and all related matters have been obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the management information circular or filing statement to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not not be invoked. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE RELEVANCE OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/138692