Universal Ibogaine Corporate News

Date

P Squared Renewables Inc. Provides Update on Con-Current Financing and QT and Announces Changes to Board Of Directors

Universal Ibogaine

Contact:

Calgary, Alberta – P Squared Renewables Inc. (TSXV: PSQ.P) (“PSQ” or the “Company”) a capital pool company, is pleased to provide the following announcements and updates:

Concurrent Financing

In connection with the non-brokered private placement of subscription receipts (“Subscription Receipts”) to be undertaken by 1266855 B.C. Ltd. (“Subco”), a wholly owned subsidiary of PSQ, of up to 24,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of up to $6,000,000 (the “Offering”). PSQ also announces that it intends to extend the termination time of the Offering from 5:00 p.m. (Calgary time) on June 30, 2021 to 5:00 p.m. (Calgary time) to no later than July 30, 2021. To date, Subco has received subscription agreements for approximately $5.41 million, is holding in escrow funds of approximately $5.03 million, and expects to close on the additional subscription agreements in the next week. The Offering is being completed in connection with the previously announced three-cornered amalgamation (the “Amalgamation”) among PSQ, Subco and Universal Ibogaine Inc. (“UI”), which will result in a reverse take-over of PSQ by UI and, subject to the approval of the TSX Venture Exchange (the “TSXV”), will constitute PSQ’s qualifying transaction (the “QT”). Subject to approval of the TSXV, the Offering will be a “Concurrent Financing” to the QT, as that term is defined in the TSXV Policy 2.4 – Capital Pool Companies. In the event that the QT is not completed on or before July 30, 2021, holders of Subscription Receipts will be entitled to receive from the escrow agent an amount equal to the full subscription price and their pro rata entitlements to interest on such amount. 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.

Amalgamation Agreement

As part of the terms of the Amalgamation, UI held its’ required Special Meeting of Shareholders in Vancouver on June 28, 2021, at which the UI shareholders who had voted unanimously approved the terms of the Amalgamation. PSQ, UI and Subco are in process of amending the amalgamation agreement dated October 7, 2020 (the “Amalgamation Agreement”) to extend the date by which the Amalgamation must become effective to July 30, 2021. An additional press release with further particulars relating to the amendments to the Amalgamation Agreement will follow in accordance with the policies of the TSXV.

Board of Directors

At the recent Annual General and Special Meeting of PSQ’s shareholders held on June 16, 2021, Shabir Premji was re-elected to serve as a Director of the Company, and Ian Campbell, Shayne Nyquvest, Dr. Alberto Solá Agulló, Robert Turner and Marilyn Loewen Mauritz were also elected to serve as new Directors of the Company. Shayne Nyquvest resigned as a director.

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.

More
articles