Mydecine Innovations Group Inc - Restructuring transactions and annual general and special meeting
ANNOUNCES RESTRUCTURING TRANSACTIONS
AND ANNUAL GENERAL AND SPECIAL MEETING
Private Placement
The Company today announced a non-brokered private placement of common shares in the capital of the Company (each, a "
Share
") for aggregate gross proceeds of
The Company is a public company and is subject to Multilateral Instrument 61-101 ("
MI 61-101
") which governs, among other things, transactions between listed issuers and related parties of such issuers. In accordance with MI 61-101, the issuance of Shares by the Company to the Insider constitutes a "related party transaction". In accordance with MI 61-101, absent an exemption, MI 61-101 would require the Company to receive a formal valuation of the subject matter and "majority of the minority" shareholder approval to proceed with the issuance of such Shares to the Insider. The Company intends to rely on the exemptions set forth in Section 5.5(c) (
Distribution for Cash
) of MI 61-101 (as it relates to formal valuations) and the exemption set forth in 5.7(1)(b) (
Fair Market Value Not More Than
In accordance with the Canadian Securities Exchange (the "
CSE
") Policy 6 -
Distributions & Corporate Finance
, the Company may complete a private placement at a price lower than
CSE Policy 4 requires that, if related parties are involved in a proposed issuance of securities, security holders must approve a proposed securities offering if the price is lower than the market price less the maximum permitted discount, regardless of the number of shares to be issued, and any related party of the Company that has a material interest in the transaction may not vote on any resolution to approve the proposed Private Placement. Accordingly, any shares currently held by the Insider will not be considered in respect of the resolution of shareholders to approve the proposed Private Placement.
All securities issuable under the Private Placement will be subject to a statutory hold period lasting four months and one day following the closing of the Private Placement. No finders' fees are payable under the proposed Private Placement. Proceeds are to be used for working capital. The Private Placement will be subject to shareholder approval at the Meeting.
Debt Settlement
The Company also announced that it has entered into debt settlement agreements (the "
Settlement Agreements
") to settle outstanding debts owed to certain directors, officers and consultants of the Company (the "
Creditors
") for accrued management and consulting fees. Pursuant to the Settlement Agreements, the Company has agreed to issue convertible debentures to the Creditors (the "
Convertible Debentures
"), for an aggregate amount equal to
In accordance with MI 61-101, the issuance of Convertible Debentures by the Company to the Creditors constitutes a "related party transaction". Absent an exemption, MI 61-101 would require the Company to receive a formal valuation of the subject matter and "majority of the minority" shareholder approval to proceed with the issuance of such Convertible Debentures to the Creditors. The Company intends to rely on the exemptions set forth in Section 5.5(g) (
Financial Hardship
) of MI 61-101 (as it relates to formal valuations) and the exemption set out in 5.7(1)(b) (
Fair Market Value Not More Than
On
Debenture Amendment
The Company also announced that it intends to amend its convertible secured subordinated debenture dated
Debt Purchase and Conversion
The Company further announced that, pursuant to arms-length negotiations, the Insider purchased
Equity Line of Credit
The Company further announced of its intention to enter into an equity line (the "
Equity Line
"), pursuant to the terms of a subscription agreement (the "
Subscription Agreement
") to be entered into between the Company and the Insider. The Subscription Agreement will allow the Company to issue and sell up to
In accordance with MI 61-101, the Equity Line constitutes a "related party transaction". Absent an exemption, MI 61-101 would require the Company to receive a formal valuation of the subject matter and "majority of the minority" shareholder approval to proceed with the issuance of such Convertible Debentures to the Creditors. The Company intends to rely on the exemptions set forth in Section 5.5(g) ( Financial Hardship ) of MI 61-101 (as it relates to formal valuations) and the exemption set out in 5.7(1)(e) ( Financial Hardship ) (as it relates to shareholder approval).
CSE Policy 4 requires that, if related parties are involved in a proposed issuance of securities, security holders must approve a proposed securities offering if the price is lower than the market price less the maximum permitted discount, regardless of the number of shares to be issued, and any related party of the Company that has a material interest in the transaction may not vote on any resolution to approve the proposed Equity Line. Accordingly, any shares currently held by the Insider will not be considered in respect of the resolution of shareholders to approve the proposed Equity Line.
The Equity Line will be subject to shareholder approval at the Meeting. All securities issuable under the Equity Line will be subject to a statutory hold period lasting four months and one day following each Draw Closing. No finders' fees or commitment fees are payable under the proposed Draw Closing.
Annual and Special Shareholder Meeting
The Company has called an annual general and special shareholder meeting to obtain approval, among other things, of the Private Placement, Debt Settlement, Debenture Amendments, Acquired Debt Settlement and the Equity Line (collectively, the "
Restructuring
Transactions") for
The transactions above constitute related party transactions under Rule 4.6 of the AQSE Growth Market Access Rulebook. The Directors who are independent of these transactions, consider that having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable as far as the shareholders of the Company are concerned.
The Directors of Mydecine take responsibility for this announcement.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
Learn more at: https://www.mydecine.com/ and follow the company on Twitter, LinkedIn, YouTube, and Instagram.
Media Contact
Investor Relations
investorrelations@mydecineinc.com
On behalf of the Board of Directors
Joshua Bartch, Chief Executive Officer contact@mydecineinc.com
AQSE Corporate Advisor
For further information about Mydecine, please visit the Company's profile on SEDAR at https://sedar.com/ or visit the Company's website at https://www.mydecine.com/ .
About
Mydecine Innovations Group™ is a biotechnology company developing the next generation of innovative medications and therapies to address mental health disorders such as nicotine addiction and post-traumatic stress disorder (PTSD). The core strategy blends advanced technology with an elaborate infrastructure for drug discovery and development. Mydecine's dedicated multinational team constantly develops new paths for breakthrough treatment solutions in areas with considerable unmet needs. By collaborating with some of the world's leading specialists, the Company aspires to responsibly speed up the development of breakthrough medications to provide patients with safer and more effective treatment solutions. At the same time, Mydecine's approach focuses on the next generation of psychedelic medicine by creating innovative compounds with unmatched therapeutic potential through its clinical trial efforts with world-class scientific and regulatory expertise.
Forward-Looking Statements
Certain statements in this news release constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements and information are provided for the purpose of providing information
about
management's
expectations
and
plans
relating
to
the
future.
All
of
the
forward-looking
information
made in
this
news
release
is
qualified
by
the
cautionary
statements
below
and
those
made
in
our
other
filings
with
the
securities regulators in
The forward-looking information set forth herein reflects the Company's reasonable expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
This
news
release
shall
not
constitute
an
offer
to
sell or
the
solicitation
of
an
offer
to
buy
nor
shall
there
be any sale
of
the
securities
in
any
State
in
which
such
offer,
solicitation
or
sale
would
be
unlawful.
The
securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
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