Mr. Michael Franks reports

LL CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND NAME CHANGE TO SYNCORDIA TECHNOLOGIES AND HEALTHCARE SOLUTIONS CORP.

Further to the press releases dated April 13, 2015, June 12, 2015, and June 25, 2015, Syncordia Technologies and Healthcare Solutions Corp. (formerly LL Capital Corp.) has completed its previously announced qualifying transaction consisting of the acquisition of all of the issued and outstanding common shares, Class A preferred shares, and Class B preferred shares in the capital of Syncordia Technologies and Healthcare Solutions Inc. by way of a three-cornered amalgamation pursuant to the provisions of the Canada Business Corporations Act, whereby a wholly owned subsidiary of the corporation amalgamated with Syncordia and each Syncordia shareholder received one postconsolidation (as defined herein) common share in the capital of the corporation for every Syncordia share held. Final acceptance of the qualifying transaction will occur upon the issuance of a final exchange bulletin by the TSX Venture 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 on the basis of one postconsolidation common share for every 20 preconsolidation common shares; and (ii) change its name to Syncordia Technologies and Healthcare Solutions Corp.

Subject to final approval of the exchange, the postconsolidation 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 of 3,334,000 subscription receipts of Syncordia, composed of the following: (i) 2,667,000 Syncordia subscription receipts at a price of $3 per Syncordia subscription receipt for gross proceeds of $8,001,000; and (ii) an additional 667,000 Syncordia subscription receipts at the same price for gross proceeds of $2,001,000, issued pursuant to the full exercise of an option granted to National Bank Financial Inc. and Mackie Research Capital Corp. by Syncordia. Given the full exercise of the underwriter option, the total gross proceeds to Syncordia from the private placement were $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 postconsolidation common shares on a one-for-one basis, and each whole warrant now converts to one postconsolidation common share at an exercise price of $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 $4 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 per cent of the aggregate gross proceeds of the sale of Syncordia subscription receipts. The underwriters also received non-transferable options equal to 6 per cent 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 $3 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 postconsolidation common shares on the same terms and conditions; and (ii) the corporation's auditor will be PricewaterhouseCoopers LLP.

Following completion of the qualifying transaction, the corporation has 19,643,635 postconsolidation common shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and stock options, 24,416,909 common shares are outstanding on a fully diluted basis.

Escrowed securities

Pursuant to the terms of a surplus security escrow agreement dated June 29, 2015, among the corporation, Equity Financial Trust Company as escrow agent and certain escrow securityholders, an aggregate of 4,356,000 postconsolidation common shares have been placed in escrow, whereby 10 per cent of such securities will be released immediately upon the issuance of the exchange bulletin and the balance of such securities will be released in accordance with the following schedule: (i) 20 per cent six months following the issuance of the exchange bulletin; (ii) 30 per cent 12 months following the issuance of the exchange bulletin; and (iii) 40 per cent 18 months following the issuance of the exchange bulletin.

There are two non-principal former shareholders of Syncordia common shares who hold an aggregate of 210,000 postconsolidation common shares that are subject to share resale restrictions equivalent to Tier 1 value escrow requirements. A total of 25 per cent of such securities will be released immediately upon the issuance of the exchange bulletin, and the balance of such securities will be released in equal tranches of 25 per cent every six months thereafter.

Certain non-principal former shareholders of Syncordia, who, upon closing of the qualifying transaction, now hold an aggregate of 1.03 million postconsolidation common shares are subject to SSRRs that permit such shares to be released pursuant to a four-month hold with 20 per cent released each month with the first release on closing of the qualifying transaction.

Directors and officers

As a result of the closing of the qualifying transaction, the directors and officers of the corporation are now:

• Michael Franks, chief executive officer and director;
• Lawrence Davis, chief financial officer;
• Michael Plotkin, chief technology officer;
• Christopher Martin, chief strategy officer and director;
• Michael DiMino, director;
• Shaun Francis, director;
• James Eaton, director;
• Kenneth Stults, director.

Further details on the qualifying transaction are set out in the corporation's filing statement dated June 25, 2015, available under the corporation's profile at SEDAR.

About Syncordia Technologies and Healthcare Solutions

Syncordia has operations in North America and Europe, and is focused on investing in, partnering with and expanding RCM companies where proprietary technology can be used as an accelerator. Syncordia addresses a great void in niche health care sectors, such as EMS and behavioural health, where the necessary workflow/production/analytic components are largely absent or inadequate for an RCM company to maintain quality with scale. Syncordia is actively acquiring medical billing companies and is building a proprietary suite of RCM software solutions called the Syncordia cloud, which includes patient scheduling, electronic health records, claims management, analytics and more. Syncordia's ability to not only offer but control the entire product offering of both software and solutions uniquely positions the company to be able to deliver a refreshingly simple and powerful product offering that is largely absent in health care today. Led by a team of executives with extensive experience in RCM and technology, the company has acquisition opportunities that are carefully selected to become part of the Syncordia family and enable Syncordia's vision of becoming a world-class technology-enhanced RCM company with best-in-class solutions increasing earnings organically, through mergers and acquisitions and through SAAS-based solutions.

We seek Safe Harbor.