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     680  0 Kommentare LL Capital Corp. Announces Closing of Qualifying Transaction and Name Change to Syncordia Technologies and Healthcare Solutions, Corp.

    TORONTO, ONTARIO--(Marketwired - June 29, 2015) - Syncordia Technologies and Healthcare Solutions, Corp. (formerly "LL Capital Corp.") (the "Corporation") (TSX VENTURE:LLA.P) is pleased to announce that, further to its press releases dated April 13, 2015, June 12, 2015 and June 25, 2015, it has completed its previously announced qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding common shares (the "Syncordia Common Shares"), class A preferred shares (the "Syncordia Class A Preferred Shares") and class B preferred shares (the "Syncordia Class B Preferred Shares" and collectively with the Syncordia Common Shares and the Syncordia Class A Preferred Shares, the "Syncordia Shares") in the capital of Syncordia Technologies and Healthcare Solutions, Inc. ("Syncordia") by way of a "three-cornered amalgamation" pursuant to the provisions of the Canada Business Corporations Act (the "Amalgamation"), whereby a wholly owned subsidiary of the Corporation amalgamated with Syncordia and each Syncordia shareholder received one post-Consolidation (as defined below) common share in the capital of the Corporation (a "Common Share") for every Syncordia Share held by them. Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin (the "Exchange Bulletin") by the TSX Venture Exchange (the "Exchange").

    Prior to the closing of the Qualifying Transaction, the Corporation filed articles of amendment to: (i) create new preferred shares and consolidate its outstanding share capital (the "Consolidation") on the basis of one post-Consolidation Common Share for every 20 pre-Consolidation Common Shares; and (ii) change its name to "Syncordia Technologies and Healthcare Solutions, Corp.".

    Subject to final approval of the Exchange, the post-Consolidation Common Shares are expected to begin trading on the Exchange at the opening of the markets on or about July 8, 2015 under the symbol "SYN".

    Prior to the closing of the Qualifying Transaction, Syncordia completed a private placement (the "Private Placement") of 3,334,000 subscription receipts of Syncordia ("Syncordia Subscription Receipts"), comprised of the following: (i) 2,667,000 Syncordia Subscription Receipts at a price of CDN$3.00 per Syncordia Subscription Receipt for gross proceeds of CDN$8,001,000; and (ii) an additional 667,000 Syncordia Subscription Receipts at the same price for gross proceeds of CDN$2,001,000, issued pursuant to the full exercise of an option granted to National Bank Financial Inc. and Mackie Research Capital Corporation (collectively, the "Underwriters") by Syncordia (the "Underwriters' Option"). Given the full exercise of the Underwriters' Option, the total gross proceeds to Syncordia from the Private Placement was CDN$10,002,000. Each Syncordia Subscription Receipt was exchanged for one Syncordia Common Share and one-half of one Syncordia Common Share purchase warrant prior to the Amalgamation. Pursuant to the Amalgamation, such Syncordia Common Shares were exchanged for post-Consolidation Common Shares on a one for one basis and each whole warrant now converts to one post-Consolidation Common Share at an exercise price of CDN$3.30 until 24 months following the closing of the Private Placement. If at any time following the four-month anniversary of the closing of the Private Placement and prior to the expiry date of the warrants, the volume-weighted average trading price of the consolidated Common Shares, as traded on the Exchange, is greater than CDN$4.00 for any 20 consecutive trading days, then the Corporation shall have the option to accelerate the expiry date of the warrants to the date that is 30 calendar days after notice of such event is publicly announced by the Corporation or mailed to the holders of the warrants. In connection with the Private Placement, the Underwriters received a cash commission equal to 6% of the aggregate gross proceeds of the sale of Syncordia Subscription Receipts. The Underwriters also received non-transferable options ("Syncordia Compensation Options") equal to 6% of the aggregate number of Syncordia Subscription Receipts issued, with each Syncordia Compensation Option being exercisable for a period of 24 months from the date of issuance at a price equal to CDN$3.00 per share. In conjunction with the closing of the Qualifying Transaction: (i) all Syncordia Compensation Options issued pursuant to the Private Placement were exchanged for securities exercisable for post-Consolidation Common Shares on the same terms and conditions; and (ii) the Corporation's auditors will be PricewaterhouseCoopers LLP.

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    LL Capital Corp. Announces Closing of Qualifying Transaction and Name Change to Syncordia Technologies and Healthcare Solutions, Corp. TORONTO, ONTARIO--(Marketwired - June 29, 2015) - Syncordia Technologies and Healthcare Solutions, Corp. (formerly "LL Capital Corp.") (the "Corporation") (TSX VENTURE:LLA.P) is pleased to announce that, further to its press releases dated April 13, …