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:
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.
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
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.