Vancouver, British Columbia, January 6, 2020 – NHS Industries Ltd. (CSE:NHS) (the “Company” or “NHS”) announced the settlement of debts owing to the CEO and the CFO of the Company. A total of $337,000 in outstanding debt owed by the Company to such officers will be settled in exchange for the issuance of 6,740,000 common shares of the Company to companies controlled by such officers at a price of $0.05 per share (the “Shares for Debt Transaction”). The shares will be subject to a hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
As certain insiders participated in the Shares for Debt Transaction, it is considered to be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“Mi-61-101”). All of the independent directors of the Company, acting in good faith, considered the transactions and determined that the fair market value of the securities being issued to insiders and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(a) and 5.7(a).
About NHS Industries Ltd.
NHS owns 5.5 acres of prime agricultural land in Langley, BC that includes over 48,000 square feet of greenhouse capacity. The Company will continue to seek new business opportunities in the food industry, with a particular focus on innovative food technologies and new food business models.
For further information about NHS, please consult the Company’s profile on SEDAR at www.sedar.com.
On Behalf of the Board of Directors
Carman Parente President and Chief Executive Officer
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward
looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to completion of planned improvements on schedule and on budget, the availability of financing needed to complete the Company’s planned improvements on commercially reasonable terms, delays in obtaining statutory and/or regulatory approval for production plans, the ability to mitigate the risk of loss through appropriate insurance policies, among others. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This news release does not constitute an offer of securities for sale in the United States. These securities have not and will not be registered under United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.