P Squared Renewables Inc. and Universal Ibogaine Inc. Announce TSXV Conditional Approval of Qualifying Transaction
July 22, 2021 – TheNewswire - 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 TSXV 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 TSXV, following which the resulting issuer would commence trading on the TSXV under the intended trading symbol "IBO".
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, the Offering, and the acquisition of the Kelburn Clinic, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. PSQ and UI assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Completion of the Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance and approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared for the TSXV in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
For further information, please contact:
Dr. Rami Batal Shabir Premji
Chief Executive Officer Executive Chairman & CEO
Universal Ibogaine Inc. P Squared Renewables Inc.
Telephone: 416-902-4090 Telephone: 403-870-1841
NOT FOR DISSEMINATION IN THE UNITED STATES
OR THROUGH U.S. NEWS WIRES