June 4th, 2021 – TheNewswire - Calgary, Alberta - P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ") a capital pool company, and Universal Ibogaine Inc. ("UI") are pleased to announce that they have jointly engaged Boustead Securities, LLC (“Boustead”), a US investment banking firm, to participate in the closing of their current $6 million go-public financing raise (the “Offering”). The Offering is part of PSQ’s previously announced proposed Qualifying Transaction (the "QT") involving the business combination of PSQ and UI and PSQ’s related application for the acceptance of the QT by the TSX Venture Exchange (the "TSXV").
Boustead will participate, on a best-efforts basis, as a placement agent in the PSQ Offering, and has an option to provide a separate, smaller financing by UI (the “UI Financing”). The UI Financing, if undertaken, is intended to accelerate closing of UI’s pending acquisition of the Kelburn Clinic, an addiction treatment clinic operating near Winnipeg, Manitoba (the “Kelburn Acquisition”).
Boustead specializes in early-stage financings, and John Stroh, Senior Managing Director, noted “we are excited to assist UI and PSQ in completing this go-public financing, and view their plans to become a leader in research into ibogaine based therapies as potentially transformative for the addiction treatment industry.”
Shayne Nyquvest, Universal Ibogaine, Inc. Chairman, added, “we are very enthusiastic to have finalized Boustead’s participation in our financing, and expect to have them as a long-term, strategic, partner in our goal of medicalizing ibogaine as a treatment for addiction and related mental health illnesses, as well as treating addiction broadly. Their network broadens awareness into the United States and Europe in alignment with our strategy and appetite for accelerated growth. The partnership with Boustead will be a game-changer and an enabler of global access to capital and listings on key exchanges in North America and Europe. I credit our senior colleague Paul Lathigee with fostering this important relationship and bringing it to fruition”.
Offering of Subscription Receipts by PSQ
As part of its’ previously announced QT application, PSQ is undertaking a non-brokered private placement financing of subscription receipts ("Subscription Receipts") which are being offered by 1266855 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of PSQ. Subco intends to issue up to 24,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of up to $6 million (previously defined as the "Offering"). PSQ has received to date, and is holding in trust for the benefit of subscribers pending closing, subscription amounts received to date from subscription agreements provided by subscribers under the Offering totaling approximately $2.5 million.
PSQ expects to receive subscription agreements for the remainder of the $6 million Offering through the participation of Boustead and its network of strategic advisors, including Westmount Park Investments Inc.
The Offering is being completed in connection with the previously announced three-cornered amalgamation (the "Amalgamation") among PSQ, Subco and UI, which will result in a reverse take-over of PSQ by UI. Completion of the Offering is subject to certain conditions including receipt of all regulatory approvals, including the acceptance of the TSXV, and satisfaction of all conditions for completing the QT.
Subject to approval of the TSXV, (i) the Offering will be a "Concurrent Financing" to the QT, as that term is defined in the TSXV Policy 2.4 - Capital Pool Companies and (ii) the Amalgamation will meet the requirements to constitute PSQ's QT.
As described in PSQ’s prior news releases (available on its SEDAR profile), each Subscription Receipt issued by Subco to the subscribers to the Offering will ultimately become exchangeable for units of the post-Amalgamation resulting issuer (the "Resulting Issuer Units") on a one for one basis pursuant to the terms of the Amalgamation. As such, the Resulting Issuer Units, not the Units issuable in exchange for the initial Subscription Receipts, will be delivered to the Subscriber following the completion of the Offering and the QT.
Each Subscription Receipt will ultimately become exchanged for Resulting Issuer Units, consisting of one common share of the Resulting Issuer and one common share purchase warrant (each, a "Resulting Issuer Warrant") will have a term of five years from closing of the QT. The Resulting Issuer Warrants will entitle the holder thereof to purchase one common share in the capital of the Resulting Issuer at an escalating annual exercise price, which will be (a) $0.50 per share if exercised in the first year from the date of issuance; (b) $0.75 in year 2; (c) $1.00 in year 3; (d) $1.25 in year 4; and (e) $1.50 per share if exercised in year 5.
Private placement equity financing by UI (the "UI Financing")
UI has been undertaking an ongoing non-brokered private placement of units (the "UI Units"), with each UI Unit consisting of one UI common share and one warrant (a "UI Warrant") entitling the holder to purchase an additional UI common share. The UI Warrants will have the same terms as the Resulting Issuer Warrants that will be issuable under the Offering as noted above (5 year term from closing of the QT, and an escalating annual exercise price).
UI currently has approximately 129 million common shares issued and outstanding. In addition, UI is obligated to issue (i) an estimated total of 9.6 million share Units on closing of its pending acquisition of the Kelburn Clinic and the Kelburn Property, and (ii) approximately 12 million common shares which are required to be issued to certain of UI’s initial shareholders on completion of a UI "liquidity event", which will be constituted by the QT with PSQ.
About Universal Ibogaine Inc.
UI is a privately held company based in Vancouver, Canada, and is in the initial stages of implementing and financing its business plan, which is to globally develop, acquire and operate state-of-the art addiction treatment clinics. To date, there has been 3,700 successful detox procedures with ibogaine. It is intended that UI clinics would ultimately incorporate ibogaine as a chief therapeutic modality for the interruption and ideally cessation of addictions to primarily opioids such as oxycodone, heroin, fentanyl, as well as alcohol, cocaine, and other stimulants.
UI plans to undertake clinical development, and subsequently obtain regulatory authorization for the use of ibogaine as an authorized addiction interruption medicine, initially for the treatment of Opioid Use Disorder(s). Following closing of the Offering and the QT, a Clinical Trial Application is planned to be submitted to Health Canada, with the intent of demonstrating ibogaine safety and efficacy for this purpose.
UI also holds a 20 acre property on an island near San Pedro, Belize, and is reviewing the concept of having a joint venture partner finance and develop a potential addiction treatment facility or other future project on this site.
PSQ was incorporated in 2017 and listed on the TSXV (as a Capital Pool Company) on June 21, 2017 under the trading symbol "PSQ.P". Since its formation, PSQ has been searching for and evaluating suitable business combinations to constitute its QT under the policies of the TSXV.
For more information about UI, PSQ and the Offering, please contact:
Dr. Rami Batal Shabir Premji
Chief Executive Officer Executive Chairman & CEO
Universal Ibogaine Inc. P Squared Renewables Inc.
Telephone: 416-902-4090 Telephone: 403-870-1841
Completion of the Offering and the QT is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Offering and the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement which is being prepared in connection with the QT, any information released or received with respect to the transactions described herein may not be complete and should not be relied upon.
An investment in the securities of the PSQ, UI or the Resulting Issuer should be considered highly speculative.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and information. More particularly, this document contains statements and information concerning the size of the Offering, the completion of the Amalgamation of the QT, PSQ's and UI’s expectations with respect to the completion of the Offering, UI's expectations with respect to the UI Financing, the Kelburn Acquisition and the QT. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "will", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur. The forward-looking statements and information are based on certain key expectations and assumptions made by PSQ and UI, including expectations and assumptions concerning the completion of the Offering for $6 million, timing of receipt of required regulatory approval, the completion of the Kelburn Acquisition, the satisfaction of other conditions to the completion of the Offering and the QT and the completion of the QT. Although PSQ and UI believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PSQ and UI can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which include, but are not limited to, risks that required regulatory approvals are not obtained. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by PSQ and UI at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only to conditions as of the date hereof. PSQ and UI do not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
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