PsiloTec Health Solutions Inc. Enters into Letter of Intent for Qualifying Transaction with Michichi Capital Corp.
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CALGARY, ALBERTA – August 13, 2021 – PsiloTec Health Solutions Inc. (“PsiloTec”), and Michichi Capital Corp. (TSXV: MCCP.P) ("Michichi"), a "Capital Pool Company" under TSX Venture Exchange (the "TSXV" or the "Exchange") Policy 2.4 (the "CPC Policy") are pleased to announce that they have entered into a non-binding letter of intent dated August 12, 2021 (the "LOI"), pursuant to which PsiloTec and Michichi intend to complete a business combination or other similarly structured transaction (the "Proposed Transaction") which will constitute a reverse take-over of Michichi (the combined entity hereinafter referred to as the "Resulting Issuer"). It is intended that the Proposed Transaction will be an arm's length "Qualifying Transaction" for Michichi, as such term is defined in the CPC Policy. It is anticipated that, upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV for a life sciences issuer.
Summary of the Proposed Transaction
It is intended that, upon closing of the Proposed Transaction ("Closing"), holders of PsiloTec Shares ("PsiloTec Shareholders") will receive one Michichi Share in exchange for each PsiloTec Share held immediately prior to Closing. In addition, all outstanding warrants and stock options of PsiloTec will be exchanged for warrants and stock options of the Resulting Issuer, respectively, on equivalent terms. PsiloTec has no current intention of undertaking a financing concurrently with the Proposed Transaction. Upon Closing, it is intended that the Resulting Issuer will carry on the business as previously carried on by PsiloTec prior to the completion of the Proposed Transaction and will continue under the name of "PsiloTec Health Solutions Inc.", or such other name as is determined by PsiloTec, the PsiloTec Shareholders and the TSXV.
Pursuant to the terms of the LOI, completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (a) approval by the boards of directors and shareholders, to the extent required, of each of PsiloTec and Michichi in respect of the Proposed Transaction; (b) receipt of all required regulatory and third party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction; (c) the satisfactory completion of due diligence by both Michichi and PsiloTec; (d) the Proposed Transaction being structured in a manner that is satisfactory to PsiloTec and Michichi; (e) the absence of any change in the affairs of PsiloTec or Michichi that would have a material adverse effect; and (f) the negotiation and execution of a definitive agreement in respect of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
Insiders and Board of Directors of the Resulting Issuer
At Closing, the board of directors of the Resulting Issuer (the "Resulting Issuer Board") will include Mr. Jeff McCaig, a current member of the board of directors of Michichi, and certain nominees put forth by PsiloTec. The nominees of PsiloTec are expected to include Dr. Peter Silverstone, Mr. Murray Weimer and Mr. James Mish, with certain further nominees to be put forth by PsiloTec prior to Closing. Dr. Silverstone, Mr. Murray Weimer and Mr. James Mish are current directors of PsiloTec.
Mr. Jeffrey J. McCaig – Director
Mr. McCaig is Chairman of the Trimac Transportation Group of Companies (the "Trimac Group"). The Trimac Group is one of the largest providers of bulk trucking services in North America and also provides complementary logistics services, including transload facility operations, distribution management, and
Mr. McCaig has been with the Trimac Group since August 1983. He became President of Trimac Corporation in 1990 and was Chief Executive Officer from 1994 to 2015. Prior to joining the Trimac Group in 1983, Mr. McCaig practiced law in Calgary, first as an associate of MacKimmie Matthews, then through Jeffrey J. McCaig Professional Corporation, focusing on corporate finance and securities. He continues to be a member of the Law Society of Alberta.
In addition to being a Director and chairing the Boards of the Trimac Group, Mr. McCaig is a Director of MEG Energy Corp., a Canadian oil sands company and a Director of Grayhawk Investments Strategies Inc., an investment management company. He is also a Director and Chairman of Bantrel Company, an engineering, procurement and construction company and a Director and Co-owner of the Calgary Flames Hockey Club. He also serves as Chairman of the Flames Foundation For Life.
Mr. McCaig obtained his undergraduate degree in Economics from Harvard; his law degree from Osgoode Hall Law School in Toronto, Canada; and his Master of Science in Management degree from Stanford University.
Mr. James Mish – Director
Mr. Mish is currently the CEO of 22nd Century Group, Inc. (NYSE AMEX XXII), a leading plant biotechnology company focused on technologies that alter the level of cannabinoids in hemp/cannabis plants through genetic engineering, gene editing and modern plant breeding. Mr. Mish has an outstanding 35-year track record of delivering profitable growth at both privately held and publicly traded companies with a focus on pharmaceutical and consumer products. Prior thereto, Mr. Mish served as President and CEO of Purisys, a synthetic cannabinoid API, ingredients and solutions provider to pharmaceutical and consumer products companies, and Noramco, a global leader in the production of controlled substances for the pharmaceutical industry. Mr. Mish is a graduate from the Pennsylvania State University in Chemistry and The University of Pennsylvania, Wharton School of Business.
Dr. Peter Silverstone – CEO and Director
Dr. Silverstone has a 35-year background in brain and pharmaceutical research. Dr. Silverstone was the Senior Vice President, Medical and Scientific Affairs of Biovail, one of Canada's largest publicly traded pharmaceutical companies, with annual revenue in excess of a billion dollars, prior to its merger with Valeant Pharmaceutical International. He has highly relevant expertise in international drug and IP development and regulatory matters. Dr. Silverstone is currently the Interim Chair of the Department of Psychiatry at the University of Alberta. Dr. Silverstone received his MD at the University of London. After achieving his MD, he spent three years as a research fellow at the University of Oxford. Dr. Silverstone's research achievements have won several awards, including the Alberta Heritage Foundation for Medical Research and the Queen Elizabeth II Diamond Jubilee Medal.
Mr. Murray A. Weimer, CPA, CA - Chairman
Mr. Weimer is a co-founder and Managing Director of Lightyear Capital Inc. ("Lightyear"), a privately held full service, IIROC member, investment dealer. Mr. Weimer oversees all aspects of Lightyear's investment banking initiatives and Lightyear's merchant banking division. Over Mr. Weimer's 25-year career he has supported the start up and growth of multiple companies in a diverse range of business lines and has executed on numerous M&A, valuation, equity and debt financing assignments. As Chairman of PsiloTec, Mr. Weimer is actively involved in all aspects of PsiloTec's business strategy along with providing leadership on executing PsiloTec's capital markets strategy. Mr. Weimer holds a Bachelor of Commerce from the University of Saskatchewan and a CPA, CA designation.
PsiloTec is a biopharmaceutical company engaged in the development and delivery of integrated mental health therapies to address psychological and neurological mental health conditions. PsiloTec is focused on the research, development and commercialization of psychedelic-based compounds coupled with therapeutic treatment programs targeting a continuum of mental health conditions, such as MDD (major depressive disorder), TRD (treatment resistant depression), PTSD (post-traumatic stress disorder), general depression, anxiety disorders, and a number of addictive tendencies. PsiloTec aims to leverage leading technologies to support the scalability and accessibility of integrated therapy programs in its mission to enable those experiencing mental health challenges to thrive.
Michichi was incorporated under the Business Corporations Act (British Columbia) on March 16, 2021 and its head office is located in Calgary, Alberta and its registered office is located in Vancouver, British Columbia. The common shares of Michichi ("Michichi Shares") are listed for trading on the TSXV under the stock symbol MCCP.P and Michichi is a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba and Ontario.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward- looking statements concerning: the Proposed Transaction, including the structure by which the Proposed Transaction is expected to be completed; the Resulting Issuer, including the name, business, operations and capital structure thereof; the expected composition of the Resulting Issuer Board and the Resulting Issuer management team; and the ability to obtain a waiver of the Exchange's sponsorship requirements.
These forward-looking statements are based on certain assumptions made in respect thereof as at the date of this press release regarding, among other things: Michichi; PsiloTec, including the safety and efficacy of PsiloTec's intellectual property; the Resulting Issuer; the Proposed Transaction; the negotiation of a definitive agreement in respect of the Proposed Transaction on satisfactory terms; the timely receipt of all required shareholder, regulatory, corporate and third party approvals, including TSXV approval, for the Proposed Transaction; the satisfaction of other closing conditions in a timely manner; and those described in Michichi's final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com.
Although PsiloTec believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of PsiloTec and Michichi to consummate the Proposed Transaction in a timely manner and on the necessary terms; the ability of PsiloTec and Michichi to obtain all required shareholder, regulatory, corporate and third party approvals and to satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on PsiloTec's relationships, including with regulatory bodies, employees, suppliers, potential customers and competitors; changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; technology and cyber security risks; natural catastrophes; and certain other risks detailed in Michichi's final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. PsiloTec does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
This news 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 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 Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.