CALGARY, AB, Nov. 4, 2022 /CNW/ – Gino DeMichele (the “Acquiror“) announces that he has acquired additional securities in the capital of Nurosene Health Inc. (the “Issuer” or “Nurosene“) and has filed an early warning report (the “Early Warning Report“) under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers.
October 31, 2022, the Acquiror was granted 150,000 RSUs (the “RSU Grant“), each convertible into one common share of the Issuer (each a “Common Share“) which vest every quarter over two years, beginning January 31, 2022.
In addition, on October 31, 2022, the Acquiror was issued 1,260,000 Warrants (the “Warrant Issuance“) as consideration for advisory services provided to the Issuer. Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of CAD$0.35 per share, until October 31, 2025.
Prior to the events described above (the “Triggering Events“), the aggregate number of securities of Nurosene held by the Acquiror were: (i) 3,528,500 Common Shares, comprised of 25,000 Common Shares held directly and 3,503,500 Common Shares held indirectly through A2 Capital Management Inc., a company wholly owned by the Acquiror; (ii) 210,000 options to purchase Common Shares; (iii) 200,000 RSUs convertible into Common Shares; and (iv) 825,000 Warrants exercisable into Common Shares held indirectly through A2 Capital Management Inc.
Immediately prior to the Triggering Events, the Acquiror held approximately 7.52% of the Common Shares issued and outstanding at such time on a non-diluted basis and approximately 10.15% of the Common Shares on a partially-diluted basis.
Pursuant to the RSU Grant, the Acquiror acquired 150,000 RSUs, and pursuant to the Warrant Issuance, the Acquiror acquired 1,260,000 Warrants.
Immediately following the Triggering Events described above, the Acquiror holds a total of 3,528,500 Common Shares, 210,000 options to purchase Common Shares, 350,000 RSUs convertible into Common Shares, and 2,085,000 Warrants exercisable for Common Shares, representing beneficial ownership of approximately 7.32% of the issued and outstanding Common Shares on a non-diluted basis and approximately 12.81% of the issued and outstanding Common Shares on a partially diluted basis. The ownership percentages described above are based on there being 45,942,062 Common Shares issued and outstanding as of the date of this report.
The RSUs and Warrants that are exercisable for Common Shares were granted by the Issuer in connection with compensation for board services and consulting services provided by the Acquiror to the Issuer. The Acquiror expects to monitor the business, prospectus, financial condition and potential capital requirements of the Issuer, and depending on his evaluation of these and other factors, the Acquiror may from time to time in the future increase or decrease his direct or indirect ownership, control or direction over the Issuer’s securities through market transactions, private agreements, subscriptions from treasury or otherwise.
SOURCE Gino DeMichele
