– Closing of arrangement subject to regulatory approvals, including conditional listing approval by the TSX Venture Exchange.
– Closing of the arrangement expected to occur in August.
– Also announces closing of subscription receipt offering.
TORONTO, June 29, 2022 — Field Trip Health Ltd. (TSX: FTRP, FTRP.WT, Nasdaq: FTRP) (“Field Trip” or the “Corporation”), a global leader in the development and delivery of psychedelic therapies, today announces that on June 29, 2022, it received final court approval in respect of the previously announced spin-out of its clinics business to Field Trip Health & Wellness Ltd. (“Field Trip H&W”) by way of plan of arrangement (the “Arrangement”).
Closing of the Arrangement remains subject to regulatory approvals, including the conditional listing approval of Field Trip H&W by the TSX Venture Exchange. It is expected that the closing of the Arrangement will occur on or around August 2022. Following the Arrangement, the Corporation will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and Field Trip H&W, subject to exchange approval, will list on the TSX Venture Exchange.
Pursuant to the terms of the Arrangement, each share of the Corporation will be exchanged for one common share of the Corporation (to be renamed “Reunion Neuroscience Inc.” on consummation of the Arrangement) and approximately 0.86 of a common shares of Field Trip H&W.
Additionally, the Corporation announces the closing of a fully marketed “commercially reasonable efforts” brokered private placement of subscription receipts of Field Trip H&W led by Bloom Burton Securities Inc., on behalf of itself and a syndicate of agents that included Stifel GMP (collectively, the “Agents”) at an issue price of C$0.50 per Subscription Receipt for aggregate gross proceeds of C$2,100,000 (the “Offering”). The net proceeds of the Offering will be used by Field Trip H&W for clinic operating expenses, working capital, Arrangement expenses, as well as for general corporate purposes. Upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), each subscription receipt shall automatically be exchanged for no additional consideration into one Field Trip H&W common share.
On closing of the Offering, the gross proceeds from the Offering, less 50% of the Agents’ commission and all of the Agents’ expenses (the “Escrowed Proceeds”), were deposited and are held in escrow pending satisfaction of certain escrow release conditions, as agreed to by Field Trip H&W and the Agents, which include the satisfaction of all conditions precedent to the completion of the Arrangement and the receipt of all required regulatory and third party approvals to the Arrangement. Provided the Escrow Release Conditions have been satisfied on or prior to 4:30 p.m. (Eastern Time) on August 31, 2022, the Escrowed Proceeds will be released to Field Trip H&W.
For more details, shareholders are encouraged to read Field Trip’s management information circular dated May 20, 2022 and the supplement related thereto dated June 14, 2022 (collectively, the “Circular”), which is available under the Corporation’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) must be followed. Please refer to the Circular in its entirety for further information.
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. 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, 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
SOURCE Field Trip Health Ltd.