October 1, 2021 – TheNewswire – Calgary, Alberta – Universal Ibogaine Inc. (“UI”), formerly P Squared Renewables Inc. (“PSQ”) (TSXV:PSQ.P) announces receipt of the Final Exchange Bulletin dated October 1, 2021 from the TSX Venture Exchange (“TSXV”) related to the completion of its Qualifying Transaction (the “QT”).
As noted in PSQ’s news release of September 2, 2021, the QT involved a three cornered amalgamation and share exchange effective August 31, 2021 (the “Amalgamation”) among PSQ, 1266855 B.C. Ltd. (“Subco”, a wholly owned subsidiary of PSQ), and Universal Ibogaine Inc. (“UI”). PSQ subsequently changed its name to Universal Ibogaine Inc. on September 15, 2021 and is the “Resulting Issuer” to be listed on the TSXV.
Resumption in trading in the common shares of UI is scheduled to commence on October 5, 2021 (the “Listing” date).
Dr. Rami Batal, UI’s Chief Executive Officer noted “we thank our shareholder base for their unwavering support and patience throughout the Listing process. We are excited to now focus on our growth plan related to rolling out our addiction treatment offering starting with the Kelburn Clinic, as well as clinically developing and ultimately medicalizing ibogaine to become a central treatment for opioid and other addictions.”
Shares and Warrants Subject to Escrow and Legend Restrictions
PSQ SEDAR filed its required Filing Statement related to the QT on August 30, 2021 (the “Filing Statement”). The Resulting Issuer will have a total of 190,167,599 common shares outstanding which is comprised of:
Shares held by PSQ shareholders at Amalgamation 12,085,850
Shares issued to UI shareholders upon Amalgamation 154,081,749
Shares issued on closing of Subscription Receipt Offering by Subco 24,000,000
To provide comprehensive disclosure related to the number of common shares of the Resulting Issuer which will be subject to Escrow and other resale restrictions, the following is noted:
Pursuant to the terms of the Amalgamation Agreement between PSQ and UI, and TSXV requirements, the total number of common shares which will be subject to restricted hold period Legends and release from Escrow post Listing is 135,067,869 shares, including:
- – 8,000,000 shares which had been issued to the Founders of PSQ on its formation as a Capital Pool Company in 2017. 25% of these shares will be released from escrow at Listing, and 25% at each of months 6, 12 and 18 post Listing (the “CPC Escrow”).
– 25,784,766 shares which had been issued by UI prior to the Amalgamation to Principals (as defined by the TSXV) of the Resulting Issuer, including its Directors, Officers and Promoters, and which will be subject to TSXV Tier 2 Surplus Security escrow provisions (the “Principals Escrow”). These shares will be released from escrow over a 36 month period from October 1, 2021, with 5% released at Listing, 10% at month 6, 10% at month 18, 15% at month 24, 15% at month 30, and the final 40% at month 36.
– 101,283,103 shares which had been issued by UI prior to the Amalgamation at a price of $0.10 and less, and which will be subject to restricted legends as required under the terms of the Amalgamation Agreement, as amended (the “UI Legend Restrictions”) and released over a 12 month to August 31, 2022 (10% on Listing, 15% on November 30, 2021, and 25% on each of February 28, May 31 and August 31, 2022). Included in this 101,283,103 total are 18,728,547 UI shares held by non-Principals which would have been subject to Seed Share Resale Restrictions in accordance with TSXV Requirements. However, post-filing of the Filing Statement, the Resulting Issuer requested and was allowed by the TSXV to include those non-Principal shares in the total shares that are subject to the UI Legend Restrictions.
– The above totals include 30,000,000 common shares which had been issued by UI prior to the Amalgamation pursuant to a Licensing Agreement with Clear Sky Recovery Cancun S.A. de C.V. (“Clear Sky”). Of this total, 10,000,000 of these shares are held by Dr. Alberto Sola (a Director of UI) and are included in the Principals Escrow and the remaining 20,000,000 shares are subject to the UI Legend Restrictions. The ultimate release of all of these shares, including the 10,000,000 common shares held by Dr. Alberto Sola, will also be subject to performance milestones (as noted on page 35 of the Filing Statement) which are tied to the Company’s planned Health Canada approved clinical trials using Clear Sky’s ibogaine based addiction treatment protocol, and the potential future opening of addiction treatment clinics which utilize the Clear Sky protocol.
Net of the portions which will be released at Listing of the above noted number of shares that are subject to the CPC Escrow, the Principals Escrow, and the UI Legends Restrictions, there will be a total of 121,650,317 common shares (or approximately 64% of the Resulting Issuer’s outstanding shares) which will be released from the CPC Escrow, the Principals Escrow, and the UI Legend Restrictions over a post Listing time-frame as follows:
3 months 15,192,464
6 months 28,610,015
9 months 25,320,779
12 months 29,899,246
18 months 4,578,477
24 months 3,867,715
30 months 3,867,715
36 months 10,313,906
A total of 1,151,600 common share purchase warrants (which have a 5-year term, and an escalating annual exercise price) noted in the Filing Statement are held by Principals. Upon any future exercise of those warrants, the resultant common shares issued will also become subject to the terms of the Principals Escrow.
Clarifications related to the Filing Statement
The Filing Statement (page 60) inadvertently included inconsistencies related to the total number of shares held in escrow, and which are clarified herein as follows:
- – Tom Vidrine, a Director of a wholly-owned subsidiary of UI, was noted as having 10,250,000 common shares subject to escrow, which was understated by an additional 250,000 shares which he holds personally. This total of 10,500,000 is included in the Principals Escrow total noted above.
– Shayne Nyquvest, the founder and a former Promoter of UI, was noted as having 3,887,500 common shares which will be subject to escrow, including shares held by companies which are controlled by Mr. Nyquvest. This number was inadvertently under-stated by 120,666 common shares issued upon the Amalgamation pursuant to the penalty shares which were issuable under UI’s initial private placement in July 2018. Therefore Shayne Nyquvest holds a total of 4,008,166 common shares which are subject to the Principals Escrow.
– the Filing Statement incorrectly listed 18,250,000 shares held by non-principals as subject to escrow. There are no shares held by non-principals which will be subject to escrow, but as noted above, a total of 20,000,000 shares held by non-principals (which were issued under the Clear Sky License Agreement) are included in the total subject to the UI Legend Restrictions, as well as to the escrow-like performance milestones.
– the contractual escrow related to the shares that would be subject to the 12 month UI Legend Restrictions were noted on page 21 of the Filing Statement, but these shares were not included in the table noted on page 60 of the Filing Statement.
– The Resulting Issuer will have a total of 190,167,599 common shares outstanding. The Filing Statement (page 48) indicated an expected total of 190,243,852 shares outstanding, which was overstated by 76,253 common shares, with the reduction arising due to working capital adjustments made on closing of the acquisition of the Kelburn Clinic, which affected the total share consideration paid.
DRS forms sent by Transfer Agent to Shareholders
Following the Amalgamation, UI’s shareholder transfer agent, Odyssey Trust Company (“Odyssey”) has sent to UI shareholders of record at the Amalgamation date a DRS (Direct Registration System statement, in the prior name of P Squared Renewables Inc.) which indicates the number of common shares registered in their names, along with any restricted legends and escrow periods attached thereto.
Shareholders with enquiries related to their DRS statements and the process of depositing their shares into a brokerage account, are encouraged to contact Odyssey at 587-885-0960 or by visiting their website at www.odysseycontact.com.
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