Calgary, Alberta – TheNewswire – July 5, 2021 – P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ" or the "Company") a capital pool company, is pleased to provide the following announcements and updates:
Concurrent Financing
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.
Amalgamation Agreement
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 TSXV.
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 on June 23, 2021 and will now focus on advancing the Company’s capital markets strategy.
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. 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 the completion to the Offering and the timing of receipt of required regulatory approval. 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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