Universal Ibogaine Corporate News

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Universal Ibogaine Announces Extension of Convertible Notes Payable and Engagement of Market Maker Firms

Universal Ibogaine

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Calgary, Alberta – TheNewswire – October 4, 2021 – Universal Ibogaine Inc. (“UI” or the “Company“), formerly P Squared Renewables Inc. (“PSQ“), advises that it has received an extension on the maturity date of $350,000 of convertible promissory notes payable (the “Loans“) to February 28, 2021, subject to approval of the TSX Venture Exchange (the “TSXV“).

The Loans were received by UI on May 31, 2021 from three arms length parties (the “Lenders“) and were used in conjunction with deposits paid for the Company’s acquisition of the Kelburn Clinic in Manitoba.  The Loans bear interest at 10%, are repayable by UI at any time, and were originally to mature August 31, 2021.  The Lenders have agreed to extend the maturity date of the Loans, which  are convertible at the option of the Lenders at any time on or before the due date into UI common shares at a price of $0.25 per common share.  Conversion of the full balance of the Loans would result in the issuance of 1,400,000 UI common shares.  

Engagement of Market Marker Firms

UI also advises that, subject to TSXV approval, it has retained Independent Trading Group (ITG), Inc. (“ITG”) and Generation IACP Inc. (“GIACP”) to provide market-making services in compliance with the policies and guidelines of the TSXV and other applicable legislation.   Both ITG and GIACP will trade UI common shares on the TSXV with the objective of maintaining a reasonable market and improving the stability and liquidity of the Company’s common shares.

ITG will receive a monthly fee of $5,000 per month, with an initial minimum term of three months, automatically renewable thereafter for successive one-month terms until terminated by either party upon 30 days notice.

GIACP will receive a fee $7,500 per month payable quarterly in advance, with the fee increasing by 3% on each anniversary of the engagement. The engagement is effective once UI’s common shares commence trading on the TSXV on October 5, and has an initial term of six months, automatically renewable for successive six-month terms thereafter, and can be terminated by either party upon 30 days notice.

For both of ITG and GIACP (the “Market Marker Firms”), there are no performance factors contained in the agreements, and neither ITG or GIACP will not receive common shares or options of the Company as compensation. UI and the Market Maker Firms are unrelated and unaffiliated entities, but each of the Market Maker Firms may provide investor relations services to the Company and/or its clients which may have an interest, directly or indirectly, in the securities of UI.

About Independent Trading Group (ITG), Inc.

ITG is an independent, privately held broker-dealer based in Toronto, Ontario, that provides a wide range of financial and investment services, and is registered with the Canadian Securities Exchange, NEO, Toronto Stock Exchange and TSXV along with the Investment Industry Regulatory Organization of Canada (“IIROC”).

About Generation IACP Inc.

GIACP is based in Toronto, Ontario and is a registered broker and member of IIROC, the TSXV, the Canadian Securities Exchange, and is a Participating Organization as such term is defined by the Toronto Stock Exchange.

About Universal Ibogaine

UI is a life sciences company, with a goal to develop a platform of addiction treatment clinics, which may eventually use ibogaine as a primary 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 separately plans to clinically develop ibogaine, a natural plant substance, as an authorized addiction interruption medicine for the treatment of Opioid Use Disorder.  A Clinical Trial Application to Health Canada is being developed to undertake clinical trials in Canada, aimed at proving the safety and efficacy of the use of ibogaine for this purpose.  In the longer term, UI plans to introduce ibogaine into the addiction treatment protocols to be used in its’ future facilities.

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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