Psygen Industries Ltd. and 1290442 B.C. Ltd. Announce Execution of Definitive Agreement for Reverse Takeover Transaction
Vancouver, British Columbia--(Newsfile Corp. - April 19, 2021) - Further to the press release of Psygen Industries Ltd. ("Psygen") and Larose Ventures Ltd. dated March 24, 2021, Psygen and 1290442 B.C. Ltd. ("1290") are pleased to announce they have entered into an amalgamation agreement (the "Amalgamation Agreement") dated April 16, 2021, pursuant to which Psygen and a newly-formed wholly owned subsidiary of 1290 ("Subco") will amalgamate (such amalgamated entity to be referred to as "Amalco") which will result in a reverse takeover of 1290 by Psygen (the "Transaction"). Upon completion of the Transaction, it is the intention of the parties that 1290 (the "Resulting Issuer") will continue on the business of Psygen. Closing of the Transaction is conditional on, among other things, the TSX Venture Exchange (the "Exchange") approving the listing of the common shares of the Resulting Issuer ("Resulting Issuer Shares") and other customary conditions.
Summary of the Transaction
Under the terms of the Amalgamation Agreement, the Transaction will be completed by way of a three cornered amalgamation (the "Amalgamation") whereby, among other things: (a) Subco will amalgamate with Psygen pursuant to the provisions of the Canada Business Corporations Act to form Amalco; (b) all of the outstanding common shares of Psygen ("Psygen Shares") will be cancelled, and in consideration therefor, holders thereof will receive Resulting Issuer Shares on the basis of one Resulting Issuer Share for every one common share of Psygen (the "Exchange Ratio"); (c) Amalco shall issue to the Resulting Issuer one common share of Amalco for each Resulting Issuer Share issued by the Resulting Issuer to the holders of Psygen Shares; and (d) Amalco will become a wholly-owned subsidiary of the Resulting Issuer. After giving effect to the Amalgamation, the prior shareholders of Psygen will collectively exercise control over the Resulting Issuer. Pursuant to the Amalgamation, all securities of Psygen convertible into Psygen Shares will cease to represent a right to acquire Psygen Shares and will provide for the right to acquire the same number of Resulting Issuer Shares at the same exercise price per share, reflecting the Exchange Ratio.
Conditions to Completion of the Transaction
Prior to the completion of the Transaction, 1290 shall adjust its outstanding common shares by either a consolidation or split of the outstanding common shares of the Company (the "Company Shares") such that the number of 1290 Shares outstanding immediately prior to the closing of the Amalgamation, when multiplied by the Issue Price (as defined below), is equal to $1,250,000.
Completion of the Amalgamation is also subject to the completion of the previously announced private placement of 8% unsecured subordinated convertible debentures of Psygen ("Psygen Debentures") to raise aggregate gross proceeds of a minimum of $4,000,000 up to a maximum of $5,000,000 (the "Psygen Debenture Financing") and the previously announced brokered private placement offering (the "Psygen Concurrent Financing"; together with the Psygen Debenture Financing, the "Psygen Financings") of subscription receipts of Psygen ("Psygen Subscription Receipts") to be led by Eight Capital and Canaccord Genuity Corp. (together with any additional appointed agents, the "Agents") at a price per Psygen Subscription Receipt (the "Issue Price") to be determined in the context of the market for minimum aggregate gross proceeds of $10,000,000.
Further conditions of completion of the Transaction, among others, include: (a) the Psygen Shareholders shall have passed a special resolution approving the Amalgamation and related matters at a meeting of Psygen Shareholders (the "Psygen Meeting"); (b) a reconstitution of 1290's board of directors and management, such that they are comprised of Psygen's nominees as previously disclosed in the press release dated March 24, 2021 (c) a change in 1290's name to a name requested by Psygen (the "Name Change"); (d) 1290 shall have received all shareholder or director approvals necessary in connection with the Amalgamation, the Name Change, and the election of five directors; (e) the Resulting Issuer Shares shall have been conditionally approved for listing on the Exchange; (f) the Psygen Financings shall have been completed; (g) all other consents, orders and approvals relating to the Amalgamation shall have been obtained; (h) the Amalgamation Agreement shall not have been terminated; (i) dissent rights shall not have been exercised with respect to the Amalgamation by the holders of 10% or more of the Psygen Shares; (j) the Exchange shall have granted an exemption from the Exchange's sponsorship requirement or a sponsor shall have filed an acceptable sponsor's report with the Exchange; and (k) there shall not be in force any order restraining or enjoining the transactions contemplated by the Amalgamation Agreement.
Update on the Business of Psygen
Psygen also wishes to announce that on March 11, 2021 Psygen received its "Begin Construction Notice" from the Licensing Section of the Office of Controlled Substances at Health Canada in respect of its Calgary facility (the "Facility"). The Facility is expected to be inspection ready by the end of the second quarter of 2021 and is anticipated to be licensed and operational in the third quarter of 2021.
1290 and Psygen will provide further details in respect of the Transaction in due course by way of press release. 1290 and Psygen will make available all information including financial information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure.
In connection with the Transaction, Psygen is seeking an exemption from the sponsorship requirements as set out in the policies of the Exchange.
Investors are cautioned that any information released or received with respect to the Transaction in this press release may not be complete and should not be relied upon.
All information contained in this news release with respect to 1290 and Psygen was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or listing application to be prepared 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 1290 should be considered highly speculative.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the Psygen Financings and associated transactions, including statements regarding the terms and conditions of the Transaction and the Psygen Financings, the business plans and objectives of Psygen and the Resulting Issuer, expectations for other economic, business and competitive factors and approvals of regulatory bodies. Although 1290 and Psygen believe in light of the experience of its directors and officers, current conditions and expected future developments and other factors that have been considered appropriate and that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because 1290 and Psygen can give no assurance that they will prove to be correct. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the listing of the Resulting Issuer Shares on the Exchange, the expected terms of the Transaction, the expected terms of the Psygen Financings, the timing and completion of the Psygen Financings, the timing and completion of the Facility, obtaining necessary shareholder approval, Psygen's strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals. 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. 1290 and Psygen assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
For more information, please contact:
1290442 B.C. LTD.
Michael Lerner, CEO & Director
Psygen Industries Ltd.
Danny Motyka, CEO & Director
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80786