News Details

Toronto, Ontario--(October 1, 2020) –Jack Nathan Medical Corp. (TSXV: JNH) ("Jack Nathan" or the "Company"; formerly Woodbridge Ventures Inc.) is pleased to announce that it has successfully completed its previously announced "Qualifying Transaction", as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange") with Jack Nathan Medical Inc. ("JNM") (see the Company's press releases dated December 23, 2019, July 29, 2020 and August 4, 2020).

The Qualifying Transaction

Pursuant to a securities exchange agreement dated July 30, 2020 among the Company, JNM and the JNM securityholders (the "JNM Agreement"), as amended, the Company has acquired all of the outstanding securities of JNM resulting in JNM becoming a wholly-owned subsidiary of the Company. As consideration for the acquisition of JNM, the Company issued an aggregate of 60,000,000 common shares.

On closing of the Qualifying Transaction, as well as closing the private placement described below, there are 73,921,544 Jack Nathan common shares issued and outstanding. Former JNM securityholders collectively hold approximately 81.2% of the shares, the Company shareholders prior to completion of the Qualifying Transaction hold approximately 3.6% of the shares, and participants in the private placement hold approximately 15.2% of the shares.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange, Jack Nathan will be classified as a Tier 2 issuer pursuant to Exchange policies and its common shares are expected to commence trading on the Exchange on October 6, 2020.

The Private Placement

Concurrently with completion of the Qualifying Transaction, each Subscription Receipt from the previously completed private placement (see Jack Nathan's press release dated August 4, 2020) converted into one Jack Nathan common share and one-half of one (1/2) common share purchase warrant (a "Warrant"), with each whole Warrant exercisable for an additional Jack Nathan common share at an exercise price of $0.75 for two years from the date of issuance. If, for any consecutive 10 trading days, the volume-weighted average price of the common shares is equal to or greater than $1.00, Jack Nathan may accelerate the expiry date of the Warrants by giving notice to the holders and, in such case, the Warrants will expire on the 30th day after the date of such notice. The private placement financing raised gross proceeds of $5,648,106 through the issuance of 11,296,211 subscription receipts (each, a "Subscription Receipt") at a price of $0.50 per Subscription Receipt.

Escrowed Securities

Pursuant to the terms of an Exchange Tier 2 Value Security Escrow Agreement among Jack Nathan, TSX Trust Company (as escrow agent) and certain Jack Nathan shareholders, an aggregate of 60,000,000 Jack Nathan shares have been placed in escrow (of which 10% will be released from escrow on the commencement of trading). In addition, an aggregate of 1,000,000 shares are subject to an Exchange CPC Escrow Agreement (of which 10% will be released from escrow on the commencement of trading).

Directors and Officers

Following closing of the Qualifying Transaction, the directors and officers of Jack Nathan are:

Early Warning Disclosure Pursuant to National Instrument 62-103

In connection with the Qualifying Transaction, each of George Barakat and Mike Marchelletta acquired ownership, control or direction over Jack Nathan common shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

Prior to the completion of the Qualifying Transaction, George Barakat had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. In connection with the Qualifying Transaction, George Barakat acquired ownership of 21,143,280 Jack Nathan common shares (representing approximately 28.6% of the issued and outstanding Jack Nathan common shares on a non-diluted basis and 26.2% on a fully diluted basis).

Prior to the completion of the Qualifying Transaction, Mike Marchelletta had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. In connection with the Qualifying Transaction, Mike Marchelletta acquired ownership of 21,143,280 Jack Nathan common shares (representing approximately 28.6% of the issued and outstanding Jack Nathan common shares on a non-diluted basis and 26.2% on a fully diluted basis).

Each of George Barakat and Mike Marchelletta: (i) acquired the Jack Nathan common shares in connection with the Qualifying Transaction; (ii) holds the Jack Nathan common shares for investment purposes; and (iii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. Each of George Barakat and Mike Marchelletta may, from time to time and depending on market and other conditions, acquire additional Jack Nathan common shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the Jack Nathan common shares they each own or control, or may continue to hold the Jack Nathan common shares.

About Jack Nathan Medical Corp.

Jack Nathan Medical Corp., operating as Jack Nathan Health^®, is one of Canada’s largest healthcare networks.  Jack Nathan Health is an innovative healthcare company that is improving access for millions of patients by co-locating physician and ancillary medical services, conveniently inside Walmart^® stores.

Jack Nathan Health provides an exceptional level of patient care, made possible through patient-centric physicians, a variety of medical services, technology and programs, designed to put patients first. Our mission is to provide everyone access to the finest quality retail medical centres, with both in-clinic physicians and digital telemedicine, so you and your loved ones can “Live Your Best Life”.

Jack Nathan Health was established in 2006 and continues to expand its international footprint, delivering exceptional, state-of-the-art, turn-key medical centres in 76 Walmart locations across Canada including British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec, as well as six locations in Mexico.

For more information, visit www.jacknathanhealth.com or www.sedar.com

Contact David Berman, CFO,

david.berman@jacknathanhealth.com, 416-274-2160

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Neither the 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.

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

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Jack Nathan are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political and competitive developments; and operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.