P Squared Renewables Inc. and Universal Ibogaine Inc. Engage Boustead Securities, LLC to Participate in Go-Public Funding
June 4e, 2021 – The press wire – Calgary, Alberta – P Squared Renewables Inc. (TSXV: PSQ.P) (“PSQ“) a start-up capital company, and Universal Ibogaine Inc. (“User interface“) are pleased to announce that they have jointly engaged Boustead Securities, LLC (“Boustead“), an American investmentent banking firm, to participate in the close of their current $ 6 million fundraiser (the “Offer“). The Offering is part of the proposed Qualifying Transaction previously announced by PSQ (the âQT“) involving the business combination of PSQ and UI and the related request by PSQ for the acceptance of the QT by the TSX Venture Exchange (the “TSXV“).
Boustead will participate, on the basis of its best efforts, as an placement agent in the PSQ offering, and has the option of providing separate and smaller funding per UI (the “”Financing unemployment insurance“). Unemployment Insurance funding, if undertaken, is intended to expedite the closing of UI’s pending acquisition of the Kelburn Clinic, an addiction treatment clinic operating near Winnipeg, in Manitoba (the “”Acquisition of Kelburn“).
Boustead specializes in early stage funding, and John Stroh, Senior Managing Director, said âWe are delighted to help UI and PSQ finalize this public funding, and are considering their plans to become a leader in research on early stage funding. Ibogaine-based therapies as potentially transformative for the drug treatment industry.
Shayne Nyquvest, President of Universal Ibogaine, Inc., added, âWe are very excited to have finalized Boustead’s participation in our funding, and look forward to having them as a long-term strategic partner in our goal of medicalizing the ibogaine as a treatment for drug addiction and related mental illnesses, as well as drug addiction treatment in general. Their network is expanding awareness in the United States and Europe in line with our strategy and our appetite for accelerated growth. The partnership with Boustead will be a game-changer and facilitate global access to capital and listings on key stock exchanges in North America and Europe. I thank our senior colleague Paul Lathigee for fostering and bringing this important relationship to fruition.
Offer of subscription receipts by PSQ
As part of its previously announced QT application, PSQ is undertaking a private placement financing without an intermediary of subscription receipts (“Subscription receipts“) which are offered by 1266855 BC Ltd. (“Sub-company“), 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 total gross proceeds of up to $ 6 million. dollars (previously defined as “Offer“). PSQ has received to date, and holds in trust for the benefit of subscribers awaiting closure, subscription amounts received to date from subscription agreements provided by the subscribers in connection with the offering totaling approximately $ 2.5 million.
PSQ expects to receive subscription agreements for the remainder of the $ 6 million placement through participation from Boustead and its network of strategic advisors, including Westmount Park Investments Inc.
The Offer is being made within the framework of the previously announced triangular merger (the “Merger“) between PSQ, Subco and UI, which will result in a reverse takeover of PSQ by UI. Completion of the offering is subject to certain conditions, including receipt of all regulatory approvals, including acceptance of TSXV and the satisfaction of all the conditions to complete the QT.
Subject to TSXV approval, (i) the Offer will be âConcurrent Fundingâ for QT, as such term is defined in TSXV Policy 2.4 – Start-up capital companies and (ii) the Merger will meet the requirements to constitute the QT of PSQ.
As described in previous PSQ press releases (available on its SEDAR profile), each subscription receipt issued by Subco to subscribers of the placement will ultimately become exchangeable for shares of the issuer resulting from the merger (the “Shares of the resulting issuer“) on a one-to-one basis in accordance with the terms of the Merger. As such, the Units of the Resulting Issuer, and not the Units issuable in exchange for the Initial Subscription Receipts, will be delivered to the Subscriber upon completion of the the Offer and the QT.
Each Subscription Receipt will ultimately be exchanged for Units of the Resulting Issuer, consisting of one common share of the Resulting Issuer and one common share purchase warrant (each, a “Warrants of the resulting issuer“) will have a term of five years from the close of QT. The resulting issuer’s warrants will allow their holder to purchase one common share in the capital of the resulting issuer at a progressive annual exercise price , which will be (a) $ 0.50 per share if exercised in the first year from the date of issue; (b) $ 0.75 in year 2; (c) $ 1.00 in the third year; (d) $ 1.25 in year 4; and (e) $ 1.50 per share if exercised in year 5.
Private Placement Funding by UI (the “UI Funding”)
UI has undertaken a private placement of units in progress without an intermediary (the “User interface units“), each unit of UI consisting of one common share of UI and one warrant (a”User interface mandate“) allowing the holder to purchase one additional ordinary share of UI. UI’s warrants will have the same terms as the resulting issuer’s warrants which will be issued in connection with the offering as set out above. (duration of 5 years from the end of the QT, and a price for the exercise).
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 upon closing of its impending acquisition of the Kelburn Clinic and the Kelburn property, and (ii) approximately 12 million ordinary shares to be issued to certain of UI’s original shareholders following a UI âliquidity eventâ which will be formed by the QT with PSQ.
About Universal Ibogaine Inc.
UI is a privately held company based in Vancouver, Canada, and is in the early stages of implementing and funding its business plan, which is to develop, acquire and operate treatment clinics globally. state-of-the-art drug addiction. To date, there have been 3,700 successful detox procedures with ibogaine. It is expected that UTI clinics will eventually incorporate ibogaine as the primary treatment modality for UTI. interruption and ideally cessation of addictions mainly opioids like oxycodone, heroin, fentanyl, as well as alcohol, cocaine and other stimulants.
UI plans to begin clinical development and subsequently obtain regulatory approval for the use of ibogaine as an approved drug cessation drug, initially for the treatment of use-related disorders. of opioids. After bid and QT close, a clinical trial application should be submitted to Health Canada, with the aim of demonstrating the safety and efficacy of ibogaine for this purpose.
UI also owns a 20-acre property on an island near San Pedro, Belize, and is rexamine the concept of having a joint venture partner to fund and develop a potential drug treatment center or other future project at this site.
PSQ was incorporated in 2017 and listed on the TSX Venture Exchange (as a capital pool company) on June 21, 2017 under the ticker symbol âPSQ.Pâ. Since its inception, PSQ has researched and assessed suitable business combinations to constitute its QT under TSXV policies.
For more information on UI, PSQ and the Offer, please contact:
Dr Rami Batal Shabir Premji
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
Universal Ibogaine Inc. P Squared Renewables Inc.
Telephone: 416-902-4090 Telephone: 403-870-1841
Email: firstname.lastname@example.org E-mail: email@example.com
Completion of the Offering and the QT is subject to a number of conditions including, but not limited to, acceptance of the TSXV. There can be no assurance that the Offering and QT will be achieved as offered or at all.
Investors are cautioned that, except as disclosed in the statement of deposit which is being prepared as part of the QT, any information disclosed or received relating to the transactions described herein may not be complete and should not be relied upon. .
An investment in securities of PSQ, UI or the Resulting Issuer should be considered highly speculative.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICES PROVIDER (AS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and information. More specifically, this document contains statements and information regarding the size of the Offer, the completion of the Merger of QT, the expectations of PSQ and UI with regard to the completion of the Offer, the expectations of UI with regard to UI Funding, the Kelburn Acquisition and the QT. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “plan”, “intend”, “will”, “believe”, “anticipate”, “estimate”, âForeseeâ, âpotentialâ or other similar terms, or statements that certain events or conditions âcouldâ, âshouldâ or âcouldâ occur. Forward-looking statements and information are based on certain key expectations and assumptions made by PSQ and UI, including expectations and assumptions regarding the completion of the $ 6 million offering, the time of receipt of the required regulatory approval, the completion of the Kelburn Acquisition, the satisfaction of other conditions for the completion of the Offer and the QT and the completion of the QT. While PSQ and UI believe that the expectations and assumptions upon which forward-looking statements are based are reasonable, forward-looking statements should not be relied upon because PSQ and UI cannot guarantee that they will prove to be correct.
Because forward-looking statements deal with future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently expected due to a number of factors and risks, including, but not limited to, the risk that the required regulatory approvals may not be obtained. The reader is cautioned that the assumptions used in the preparation of this 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 only concerns the conditions on the date hereof. PSQ and UI do not undertake to publish any revision of the forward-looking information contained herein to reflect events or circumstances which occur after the date hereof or to reflect the occurrence of unforeseen events, except as may be required by securities laws. In addition to this, you need to know more about it.