Jack Nathan Health Announces Convertible Debenture Financing with Wal-Mart - Seite 2

Board Nomination Rights and Board Observers

Upon Closing, Wal-Mart shall have the right, but not the obligation, to appoint one (1) individual to the board of directors of the Company (the “Board”). Wal-Mart has indicated that it does not currently intend to exercise this right.

Upon any conversion of the Debenture, Wal-Mart shall be entitled, but not obligated, to appoint up to three (3) individuals to the Board for so long as it holds 30% or greater of the outstanding Common Shares. Wal-Mart’s Board nomination rights shall decrease to two (2) individuals if it holds greater than 20% but less than 30% of the outstanding Common Shares and one (1) individual if it holds greater than 10% but less than 20% of the outstanding Common Shares.

In addition to its Board nomination rights Wal-Mart will be entitled (but not obligated) to appoint two (2) non-voting Board observers.

Closing

The TSX Venture Exchange has conditionally accepted the Transaction. Closing of the Transaction remains subject to approval by shareholders of the Company and the satisfaction of certain customary conditions precedent, including the final acceptance of the TSX Venture Exchange. The threshold required for shareholder approval is a majority of the votes cast with respect to the Transaction at a meeting of shareholders must be in favour of the Transaction. In this regard, the Company has called a shareholders’ meeting for July 19, 2023. Shareholders of the Company will be asked to approve the Transaction at that shareholders’ meeting. All directors and executive officers of JNH representing approximately 24.87% of the outstanding Common Shares have entered into customary voting support agreements and will vote their Common Shares in favour of the Transaction.

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 located 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".