TORONTO, Dec. 20, 2023 /CNW/ – Optima Medical Innovations Corp. (CSE: OMIC) (“OMIC” or the “Company”) announces that on December 12, 2023, the Company and Toronto Poly Clinic Inc. (“TPCI” and together with OMIC, the “Debtors”) were placed into receivership by Order of Justice Cavanagh of the Ontario Superior Court of Justice (the “Receivership Order”). The Receivership Order appointed B. Riley Farber Inc. as non-possessory receiver (the “Receiver”) of the property of the Debtors. The Receivership Order was granted upon the application of Newland Financial Inc., Newbank Capital Inc., and Fortune Reliance Inc. (collectively the “Applicants”).

The Company further announces that on December 12, 2023, the Applicants brought an application for an Order (the “Sale Process Order”) for, among other things, (i) approving the sale process (the “Sale Process”) set out in the Sale Process Order, (ii) authorizing the Receiver to conduct the Sale Process, and (iii) approving the stalking horse bid contemplated by the stalking horse asset purchase agreement (the “Stalking Horse APA”) entered into among the Debtors and Canbwell Inc. (the “Stalking Horse Purchaser”) dated November 30, 2023.

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Pursuant to the Sale Process, interested parties will be given the opportunity to submit offers for the acquisition of all or substantially all of the assets and business of the Debtors. If there is not successful bid from a party other than the Stocking Horse Purchaser, the Stalking Horse Purchaser will acquire the property of the Debtors as described, and on the terms and conditions set forth in the Stalking Horse APA.

The timelines for the Sale Process are as follows:

The Receiver shall be permitted to make such adjustments to the timeline as it determines are reasonably necessary, in its discretion.

A non-confidential initial offer summary will be made available by the Receiver to prospective purchasers. In order to participate in the Sale Process, any interested person (a “Potential Bidder”) must deliver to the Receiver (i) an executed non-disclosure agreement provided by the Receiver, (ii) a specific indication of the anticipated sources and availability of capital and/or credit so as to demonstrate that person’s ability to close a transaction, and (iii) an executed letter acknowledging receipt of the Sale Process Order and agreeing to be bound by the provisions therein. The Receiver has the authority to determine whether a Potential Bidder has a reasonable prospect of completing a transaction, after which the interested party will become a “Qualified Bidder”.

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Each Qualified Bidder will be provided with a confidential information memorandum describing the sale proposal of the debtors’ assets and business. Additionally, each Qualified Bidder will be granted access to a data room.

Further details respecting the Receivership Order, the Sale Process Order, the Sale Process and the Stalking Horse APA and copies of the aforementioned will be filed under the Company’s profile on SEDAR+ (www.sedar.com) and will also be available on the Receiver’s website (https://brileyfarber.com/engagements/optima-medical-innovations-corp-and-toronto-poly-clinic-inc/). Readers are urged to consult the full text of all of those documents for further, more detailed information.

Neither the Canadian Securities Exchange nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of this press release.

About Optima Medical Investments Corp.

Optima Medical Innovations Corp. is a public company that delivers pathways to innovative, science-based health and wellness solutions. OMIC sees the future of medicine in novel individualized and targeted treatments. The Company is a leader in multi-disciplinary pain management with focus on wellness. The Company’s goal is to empower patients in their journey to wellness through education and best medical practices and innovations. Built upon an extensive network of scientific and medical research, OMIC is an advanced leader in the development of focused solutions, products and treatments for pain relief, wellness and cancer therapy. Optima Medical Innovations Corp. spans the globe with its multidisciplinary pain clinics, research partners, education and advocacy programs – all working in harmony to bring health and wellness to the world, while creating value for shareholders and partners.

Forward-Looking Information

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This news release contains certain information that constitutes forward-looking information under applicable securities legislation. All information other than statements of historical fact is forward-looking information. In some cases, forward-looking information can be identified by terminology such as “will”, “expect”, “plan”, “intend”, “should”, “plan”, “estimate”, “potential”, “continue”, or the negative of these terms or other comparable terminology. The forward-looking information included in this news release includes, without limitation, information concerning the Receivership Order, the Sale Process Order, and the Sale Process and the terms, timing, and process associated therewith.

The forward-looking information included in this press release is based on the Receivership Order and the Sale Process Order received by the Company together with, expectations, estimates, projections and assumptions, which the Company believes are reasonable, but which may prove to be incorrect and therefore such forward-looking information should not be unduly relied upon. The forward-looking information provided by the Company in this news release is based on a number of assumptions regarding, among other things, that: the Sale Process will proceed in accordance with the terms of the Sale Process Order currently in place; the receivership proceedings will unfold in a manner compliant with applicable law and materially consistent with the Receivership Order; all parties involved in the Receivership Order, Sale Process Order and Sale Process will undertake all of their current duties in a diligent manner consistent with past practice and applicable industry and professional standards; the facts and assumptions upon which the Company determined the values set forth in the Stalking Horse APA will prove correct in all material respects going forward; the actions and potential claims of other stakeholders of the Company will be resolved in a manner consistent with the Company’s current obligations; the Company will maintain its operations in a manner consistent with its expectations; and the Company will continue through its receivership proceedings in a manner consistent with its current expectations.

The forward-looking information contained herein also involves a significant number of known and unknown risks and uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein. Along with the general risks faced by the Company, these risks, uncertainties and other factors may include, but are not limited to: the inherent authority and discretion of the Ontario Superior Court may result in unforeseen changes outside the Company’s control to the Receivership Order, the Sale Process Order and the Sale Process, or otherwise in a manner not currently contemplated or controlled by the Company; the decisions and oversight ability and authority of the Receiver may impact the Sale Process and related transaction in a manner not currently anticipated by the Company; the level of indebtedness of the Company; the Sale Process and related transactions require a certain degree of diversion of management time and attention which may impact other projects or operations of the Company; future actions and co-operation of the creditors of the Company may impact the Sale Process and any related transactions; the Company’s ability to generate sufficient cash-flow from operations or to obtain adequate financing on an ongoing basis to fund working capital needs and to meet the Company’s ongoing obligations; the ability of the Company to maintain relationships with suppliers, customers, employees, shareholders and other third parties may be compromised as a result of the Receivership Order, Sale Process Order, or the Sale Process; and the success, form and procedures of the Sale Process may change in a manner outside the Company’s control. Additional risks and uncertainties affecting the Company and its business and affairs are described in further detail in the Company’s ongoing continuous disclosure documents, as filed under the Company’s profile on SEDAR+ (www.sedar.com).

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

SOURCE OPTIMA MEDICAL INNOVATIONS CORP.

For further information: Please Visit: Company’s Website; Contact: Scott Reeves, Director

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