NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, Jan. 05, 2021 — Field Trip Health Ltd. (“Field Trip” or the “Company”) (CSE: FTRP) (OTCBB: FTRPF), a leader in the development and delivery of psychedelic therapies, is pleased to announce that it has closed its previously announced bought deal short form prospectus offering, including the exercise in full of the underwriters’ over-allotment option (the “Offering“). In connection with the Offering, the Company issued 4,448,200 units of the Company (the “Units“) at a price of CAD$4.50 per Unit, for aggregate gross proceeds of $20,016,900. The Offering was conducted by Stifel GMP (the “Lead Underwriter”), as lead underwriter and sole bookrunner with Canaccord Genuity Corp., Bloom Burton Securities Inc. and Eight Capital forming the syndicate of underwriters (together with the Lead Underwriter, the “Underwriters”).
Joseph del Moral, Chief Executive Officer, said, “We are delighted to have the support of the investment community as we continue with our mission to increase access to psychedelic therapies both through the development of new drugs and products, and building the physical and digital infrastructure necessary to deliver these potentially life-transforming therapies. We believe that psychedelic drugs have significant potential in treating mental health disorders and we are committed to driving forward the psychedelic renaissance that is underway.”
Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at an exercise price of $5.60 per Warrant Share until July 5, 2022. In the event that the volume weighted average trading price of the Common Shares exceeds $9.00 for ten (10) consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants upon not less than fifteen (15) trading days’ notice. The Warrants will be listed for trading on the facilities of the Canadian Securities Exchange (the “CSE“) under the symbol “FTRP.WT”. The Company has received approval from CSE to list the Warrants and the Warrants are expected to commence trading on the date hereof.
The Company plans to use the net proceeds from the Offering as disclosed in the final prospectus in relation to the Offering, which is available on the Company’s SEDAR profile accessible at www.sedar.com.
In consideration for their services, the Company paid to the Underwriters a cash commission equal to $763,046.10 and issued to the Underwriters 169,565 compensation warrants (the “Compensation Warrants“). Each Compensation Warrant may be exercised to acquire one Common Share (each, a “Compensation Share“) at an exercise price of $4.50 per Compensation Share until January 5, 2023.
Joseph del Moral, the Chief Executive Officer of the Company, purchased 55,555 Units in the Offering and, as such, the issuance of the Units to Mr. del Moral is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a), as the fair market value of the Units does not exceed 25% of the Company’s market capitalization, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Units does not exceed 25% of the Company’s market capitalization. A material change report was not filed by the Company 21 days before the closing of the Offering as the level of insider participation was not known at that time and the Company moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the Offering as soon as possible.
Bennett Jones LLP acted as legal advisors to the Company and Borden Ladner Gervais LLP acted as legal advisors to the Underwriters on the Offering.
The securities being offered, have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. The Units may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the 1933 Act) pursuant to exemptions from the registration requirements under rule 144A of the 1933 Act. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Field Trip Health Ltd.
Field Trip is the global leader in the development and delivery of psychedelic therapies. With our Field Trip Discovery division leading the development of the next generation of psychedelic molecules and conducting advanced research on plant-based psychedelics including psilocybin-producing fungi and our Field Trip Health division building centers for psychedelic therapies opening across North America and Europe along with the digital and technological tools that will enable massive scale we help people, from those in treatment to those seeking accelerated personal growth, with a simple, evidence-based way to heal and heighten engagement with the world.
Follow us on Twitter and Instagram: @fieldtriphealth
For further information, contact Ronan Levy, Executive Chairman, and a Director at Field Trip, at 1 (833) 833-1967.
This release includes forward-looking information within the meaning of Canadian securities laws regarding Field Trip and its business, which may include, but are not limited to, the listing of the Warrants on the CSE, the use of proceeds of the Offering, and the timing of such events. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” “plans” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of Field Trip and are based on assumptions and subject to risks and uncertainties. Although the management of Field Trip believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the COVID-19 epidemic, the medical clinic industry, market conditions, economic factors, management’s ability to manage and to operate the business and the equity markets generally. Although Field Trip has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward- looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Field Trip does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
The CSE has neither approved nor disapproved the contents of this news release.
Investor contacts: Elizabeth Barker
KCSA Strategic Communications 212-896-1203