Universal Ibogaine Corporate News

Date

P SQUARED RENEWABLES INC. AND UNIVERSAL IBOGAINE INC. ANNOUNCE TSX.V CONDITIONAL APPROVAL OF QUALIFYING TRANSACTION

Universal Ibogaine

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Calgary, Alberta – P Squared Renewables Inc. (TSXV: PSQ.P) (“PSQ” or the “Company“) a capital pool company, and Universal Ibogaine Inc. (“UI“) are pleased to announce that PSQ has received conditional approval from the TSX Venture Exchange (“TSXV“) for its previously announced Qualifying Transaction (the “Transaction“, as defined under TSX.V Policy 2.4) with UI.   Pursuant to the Transaction, PSQ will acquire all of the outstanding shares of UI by ‎way of a three-corner amalgamation among PSQ, UI and 1266855 B.C. Ltd. (“Subco“), a ‎wholly-owned subsidiary of PSQ, and PSQ ‎will subsequently change its name to “Universal Ibogaine Inc.”‎

PSQ and UI are diligently working towards closing the Transaction on a timely basis, as well as short-term closing of the previously announced:

  • concurrent non-brokered private placement Offering of $6 million of Subscription Receipt Units issued by Subco (the “Offering”), and

  • the acquisition by UI of the Kelburn Mental Health & Addiction Recovery Centre (the “Kelburn Clinic”), an addiction treatment centre operating near Winnipeg, Manitoba.

 

Subco has received fully funded subscription agreements (either directly or held in broker accounts) for a total of $5.5 million under the Offering, and intends to complete an initial closing of the Offering on or before July 27, 2021.

Dr. Rami Batal, CEO of UI, noted “we are pleased to be within reach of completing the go-public Transaction.  Arriving at this milestone will strengthen and accelerate our push toward tackling the growing addiction problem by applying innovative, evidence-based, treatments and state-of-the-art care models.”

The Transaction is expected to formally close once final documentation is filed with the TSX.V, following which the resulting issuer would commence trading on the ‎TSXV under the intended trading symbol “IBO”.

About Universal Ibogaine

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.

Further Information

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.

Forward Looking Statements

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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