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, UI 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 the completion of 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”) which 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.
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
P Squared Renewables Inc.
Chief Executive Officer Executive Chairman & CEO
Email: [email protected]
Universal Ibogaine Inc. P Squared Renewables Inc.