TORONTO, June 14, 2022 — Field Trip Health Ltd. (TSX: FTRP, FTRP.WT, Nasdaq: FTRP) (the “Company” or “Field Trip“), a global leader in the development and delivery of psychedelic therapies, announced today that it has agreed to increase its participation in the concurrent financing, in support of, and in connection with, the spin-out of its clinics business to Field Trip Health & Wellness Ltd. (“SpinCo”) by way of a plan of arrangement (the “Arrangement“). In order to provide shareholders adequate time to consider the new information as a result of this change, the Company has postponed its special meeting (the “Meeting“), which was previously scheduled for 10:00 a.m. (Toronto Time) on Monday, June 20, 2022, to 10:00 a.m. (Toronto Time) Monday, June 27, 2022. The new information has been placed before Shareholders by management of the Company in a supplement, attached hereto (the “Supplement“), to the management information circular of the Company dated May 20, 2022 (the “Circular“) and filed on SEDAR on May 24, 2022.
The record date for determining the Shareholders eligible to vote at the postponed Meeting remains May 20, 2022. In accordance with the Circular, the proxy submission deadline for the postponed Meeting is extended to 10:00 a.m. (Eastern time) on Thursday, June 23, 2022.
Shareholders are urged to read the important information contained in the Circular previously distributed to shareholders and the Company’s news release of April 28, 2022, both of which are available on the Company’s SEDAR profile at www.sedar.com, as well as the Supplement, attached hereto, which will also be available on the Company’s SEDAR profile.
Field Trip to Increase Investment in SpinCo
The Company has agreed to increase its investment in the SpinCo Share Offering (as defined in the Circular) in SpinCo from $5,000,000 to $9,807,500, resulting in the Company subscribing for 19,615,000 SpinCo Shares (as defined in the Circular), which is anticipated to represent 21.79% of the SpinCo Shares issued and outstanding immediately following completion of the Arrangement. The Company and SpinCo also intend to enter into an investor rights agreement, in substantially the same form as the investor rights agreement to be entered into by SpinCo and Oasis (as defined in the Circular).
As a result, of the Company’s increased participation in the SpinCo Share Offering, aggregate gross proceeds to SpinCo in the Concurrent Financing (as defined in the Circular) will equal $20,000,000, of which $17,800,000 will be raised under the SpinCo Share Offering and $2,200,000 will be raised under the SpinCo Subscription Receipt Offering (as defined in the Circular). The Company determined to increase its investment in the SpinCo Share Offering both because challenging market conditions affected uptake of the Subscription Receipt Offering and because it believes in the long-term prospects of SpinCo. The SpinCo Share Offering is not subject to agents’ commissions and, therefore, SpinCo will have $600,000 in additional working capital (assuming the Subscription Receipt Offering had been closed in full).
Effective Date of the Arrangement and Field Trip Warrants
Management now expects that completion of the Arrangement will occur in mid-July, 2022. As discussed in, and as of the date of, the Circular, there are issued and outstanding an aggregate of 2,071,090 Field Trip Warrants (as defined in the Circular) that are listed in the Toronto Stock Exchange, issued pursuant to the Field Trip Warrant Indenture (as defined in the Circular) and expiring on July 5, 2022. In the event that the effective date of the Arrangement occurs after July 5, 2022, these warrants, unless exercised prior to the expiry date, will not be adjusted as part of the Arrangement and will cease to be an obligation of the Company or SpinCo.
Recommendation of the Special Committee and the Board
The Company’s board of directors (the “Board“), acting on the unanimous recommendation of the Special Committee, has unanimously determined that the increased investment into SpinCo pursuant to the Amended Subscription Agreement (as defined in the Supplement), is in the best interests of the Company and its shareholders. The Board re-affirmed its recommendation that shareholders vote FOR the Arrangement Resolution and FOR the Concurrent Financing Resolution at the Meeting.
About Field Trip Health Ltd.
Field Trip is a 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 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 in need with a simple, evidence-based way to heal and heighten engagement with the world.
Follow us on Twitter and Instagram: @fieldtriphealth.
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Cautionary Note Regarding Forward-Looking Information
This release includes forward-looking information (within the meaning of Canadian securities laws and within the meaning of the United States Private Securities Litigation Reform Act of 1995) regarding Field Trip and its business. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” 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, but not limited to, statements with respect to future events or future performance, the completion of the Arrangement, anticipated shareholder, court and regulatory approvals, the realization of the anticipated benefits by any entity from the Arrangement or from the Company’s or SpinCo’s assets or investments, the general performance of the Company and SpinCo. 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. Additional information relating to Field Trip, including its annual information form, can be located on the SEDAR website at www.sedar.com and on the EDGAR section of the SEC’s website at www.sec.gov.
None of the securities to be issued pursuant to the Transaction (as defined in the Circular) have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
Neither the Toronto Stock Exchange, nor its Regulation Services Provider, have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
Kathleen Heaney / Sophia Bashford
KCSA Strategic Communications