– Field Trip Health & Wellness Ltd. to list on the TSX Venture Exchange, with first day of trading expected to occur on or about August 17, 2022.
– Field Trip Discovery to be renamed Reunion Neuroscience Inc., remaining listed on the NASDAQ Stock Market and Toronto Stock Exchange.
TORONTO, Aug. 04, 2022 — Field Trip Health Ltd. (TSX: FTRP, Nasdaq: FTRP) (“Field Trip“, the “Company“), a global leader in the development and delivery of psychedelic therapies, is pleased to announce that the TSX Venture Exchange (the “TSXV“) has issued its conditional listing approval for the previously announced spinout transaction of its clinics business into Field Trip Health & Wellness Ltd. (“Field Trip H&W“) pursuant to the plan of arrangement involving Field Trip and Field Trip H&W (the “Arrangement“). Details of the Arrangement were described in the Company’s information circular dated May 20, 2022, and the supplement related thereto dated June 14, 2022 (the “Circular“), which was mailed to its shareholders and filed on the Company’s SEDAR profile available at www.sedar.com. Closing of the Arrangement is expected to occur on August 11, 2021 (the “Effective Date” or the “Distribution Date“) which would also constitute the distribution date of the common shares of Field Trip H&W (“FTHW Shares“) to the Field Trip shareholders under the Arrangement.
Holders of record of Field Trip common shares (“FT Shares“) as of the close of business on the day immediately prior to the Distribution Date (the “Record Date“) will receive one new Field Trip common share (“New FT Share“) and 0.85983356 of a FTHW Shares for every one FT Share held on the Record Date. Computershare Investor Services Inc. (“Computershare“) will forward replacement certificates to each Field Trip shareholder that is entitled to receive certificates, representing their allotted number of New FT Shares and FTHW Shares in accordance with the Arrangement. Letters of transmittal have been mailed to registered holders of FT Shares, which must be completed and returned to Computershare together with the share certificates of FT Shares at the address specified in the letter of transmittal, in order for FT shareholders to receive New FT Shares and FTHW Shares following the Effective Date. A copy of the letter of transmittal is also available under the Company’s profile on SEDAR at www.sedar.com. For more information, see the Circular filed under the Company’s profile on SEDAR at www.sedar.com.
The Company expects the FTHW Shares to begin trading on or about August 17, 2022, under the symbol “FTHW”. Listing of the FTHW Shares on the TSXV is subject to a number of customary conditions which are expected to be fulfilled by the Effective Date or shortly thereafter.
Concurrent with closing of the Arrangement, Field Trip H&W is expected to complete a series of private placement financings for gross proceeds of approximately $20.0 million, led by Oasis Management Company and Field Trip.
On the closing of the Arrangement, Field Trip will be renamed “Reunion Neurosciences Inc.” and remain listed on the NASDAQ Stock Market and Toronto Stock Exchange under the ticker symbol “REUN”. Field Trip H&W will be operated as a separate company with separate management teams and Boards of Directors. For further details on the Arrangement and the business of Field Trip H&W following the Arrangement, please refer to the Circular that is available on the Company’s profile on SEDAR at www.sedar.com and the Listing Application to be filed on or about the Effective Date on Field Trip H&W’s profile on SEDAR at www.sedar.com. Field Trip H & W expects to file a Listing Application on or about August 12, 2022, which will also be available on Field Trip H & W’s SEDAR profile.
Joseph del Moral, Field Trip’s Co-founder and Chief Executive Officer, said, “We are confident that Reunion and Field Trip Health & Wellness are well positioned to operate successfully as separate companies, executing on their distinct visions and strategic priorities. The future of both companies is exciting, with Reunion currently progressing the Phase 1 Clinical Study of FT-104, and Field Trip Health & Wellness continuing to deliver innovative psychedelic-assisted treatments. We believe the separation is in the best interest of shareholders and both companies, as it will allow each company to focus management efforts and capital to better execute on their own business priorities.”
For additional details, shareholders are encouraged to read the Circular, which is available under the Company’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov as well as at: Field Trip Health Ltd. – Governance Documents (https://www.meetfieldtrip.com/governance/governance-documents/default.aspx).
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, the receipt of the requisite regulatory and stock exchange approvals in connection with the Arrangement and listing of the FTHW Shares on the TSXV and the ability to fulfill the conditions of the TSXV. 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
Neither the Toronto Stock Exchange, the TSX Venture Exchange, or their Regulation Services Provider, have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
Field Trip Health & Wellness:
McKenna Miller / Nick Opich
KCSA Strategic Communications
Kathleen Heaney / Sophia Bashford
KCSA Strategic Communications
SOURCE Field Trip Health Ltd.