Calgary, Alberta – TheNewswire – February 11, 2021 – P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ") a capital pool company, is pleased to announce that it intends to increase the size of the previously announced non-brokered private placement of subscription receipts ("Subscription Receipts") to be undertaken by 1266855 B.C. Ltd. ("Subco"), a wholly owned subsidiary of PSQ. Subco will now issue 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"). Please see PSQ’s news release of January 26, 2021 for further information on the details of the Offering.
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.
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.
Prospectus Offering
PSQ also announces that it will not continue with the prospectus offering which was previously referred to in its press releases dated June 2, 2020, September 15, 2020, October 9, 2020 and January 26, 2021. The current Offering of $0.25 Subscription Receipts will similarly be for Units, and will include one common share and a one share purchase warrant.
Amalgamation Agreement
PSQ, UI and Subco will amend the amalgamation agreement dated October 7, 2020 (the "Amalgamation Agreement") to reflect the Offering of Subscription Receipts and the withdrawal of the prospectus offering. 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.
Sponsorship
Sponsorship of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV. PSQ also announces that it will engage a sponsor in connection with the QT in order to satisfy the sponsorship requirements pursuant to the policies of the TSXV.
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.
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 amendments to the Amalgamation Agreement, PSQ’s expectations with respect to engaging a sponsor, and PSQ’s expectations with respect to the Offering 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, including expectations and assumptions concerning timing of receipt of required regulatory approval and the satisfaction of other conditions to the completion of the Offering and the QT. Although PSQ believes 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 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 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 does 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.
For further information regarding the Offering or PSQ, please contact:
Shabir Premji
Executive Chairman & CEO
P Squared Renewables Inc.
Telephone: 403-870-1841
Email: [email protected]
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