Michichi Capital Corp. Enters into Letter of Intent for Qualifying Transaction with PsiloTec Health Solutions Inc.
Calgary, Alberta--(Newsfile Corp. - August 13, 2021) - Michichi Capital Corp. (TSXV: MCCP.P) ("Michichi"), a "Capital Pool Company" under TSX Venture Exchange (the "TSXV" or the "Exchange") Policy 2.4 (the "CPC Policy") and PsiloTec Health Solutions Inc. ("PsiloTec") are pleased to announce that they have entered into a non-binding letter of intent dated August 12, 2021 (the "LOI"), pursuant to which Michichi and PsiloTec intend to complete a business combination or other similarly structured transaction (the "Proposed Transaction") which will constitute a reverse take-over of Michichi (the combined entity hereinafter referred to as the "Resulting Issuer"). It is intended that the Proposed Transaction will be an arm's length "Qualifying Transaction" for Michichi, as such term is defined in the CPC Policy. It is anticipated that, upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV for a life sciences issuer.
About Michichi Capital Corp.
Michichi was incorporated under the Business Corporations Act (British Columbia) on March 16, 2021 and its head office is located in Calgary, Alberta and its registered office is located in Vancouver, British Columbia. The common shares of Michichi ("Michichi Shares") are listed for trading on the TSXV under the stock symbol MCCP.P and Michichi is a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba and Ontario.
Michichi currently has 2,100,000 Michichi Shares issued and outstanding and securities exercisable or exchangeable into 360,000 Michichi Shares, being: (i) 210,000 stock options issued under Michichi's stock option plan; and (ii) 150,000 agent warrants. There are no other securities of Michichi issued and outstanding and Michichi has not commenced commercial operations and has no assets other than cash.
About PsiloTec Health Solutions Inc.
PsiloTec is a biopharmaceutical company engaged in the development and delivery of integrated mental health therapies to address psychological and neurological mental health illnesses. PsiloTec is focused on the genomic sequencing, organic cultivation, drug research, development and commercialization of psychedelic-based compounds coupled with therapeutic treatment programs targeting a continuum of mental health conditions, such as MDD (major depressive disorder), TRD (treatment resistant depression), PTSD (post-traumatic stress disorder), general depression, anxiety and a number of addictive tendencies. PsiloTec aims to leverage leading patent protected technologies to support its proprietary treatment protocols and drug product candidates. PsiloTec was incorporated under the Business Corporations Act (Alberta) on December 9, 2020.
Since inception, PsiloTec has issued and sold $5,754,500 of units ("Units") on a private placement basis at a price of $0.50 per Unit. Each Unit consisted of one common share in the capital of PsiloTec (a "PsiloTec Share") and one half of one PsiloTec Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one PsiloTec Share at an exercise price of $1.00 per PsiloTec Share, until April 14, 2023; provided, however, that if the PsiloTec Shares (or any securities into which the PsiloTec Shares are exchanged or converted) trade on a recognized stock exchange at a volume-weighted average price of $1.40 or more per PsiloTec Share for a period of at least ten consecutive trading days, PsiloTec may accelerate the expiration of the Warrants to a period ending 30 days from the date that notice of such acceleration is provided to the holders of Warrants. Since inception, PsiloTec has raised $6,255,700.
For more information about PsiloTec, visit www.psilotec.com.
Summary of the Proposed Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation under the provisions of the Business Corporations Act (Alberta) pursuant to which Michichi will acquire all of the issued and outstanding PsiloTec Shares, with the final structure being subject to receipt of tax, corporate and securities law advice for both Michichi and PsiloTec.
It is intended that, upon closing of the Proposed Transaction ("Closing"), holders of PsiloTec Shares ("PsiloTec Shareholders") will receive one Michichi Share in exchange for each PsiloTec Share held immediately prior to Closing, based upon a deemed price per Michichi Share of $0.50. In addition, all outstanding Warrants and stock options of PsiloTec will be exchanged for warrants and stock options of the Resulting Issuer, respectively, on equivalent terms. PsiloTec has no current intention of undertaking a financing concurrently with the Proposed Transaction. Upon Closing, it is intended that the Resulting Issuer will carry on the business as previously carried on by PsiloTec prior to the completion of the Proposed Transaction and will continue under the name of "PsiloTech Health Solutions Inc.", or such other name as is determined by PsiloTec, the PsiloTec Shareholders and the TSXV.
Upon Closing, it is intended that the Resulting Issuer will have outstanding approximately 30,609,000 common shares ("Resulting Issuer Shares"), 5,754,500 Resulting Issuer Share purchase warrants exercisable into the equivalent number of Resulting Issuer Shares at a price of $1.00 per Resulting Issuer Share, 200,000 Resulting Issuer Share purchase warrants exercisable into the equivalent number of Resulting Issuer Shares at a price of $0.50 per Resulting Issuer Share, 150,000 agent warrants exercisable into the equivalent number of Resulting Issuer Shares at a price of $0.50 per Resulting Issuer Share and up to 3,060,900 stock options exercisable at a price of not less than $0.50 per Resulting Issuer Share. Existing PsiloTec Shareholders will hold approximately 28,509,000 Resulting Issuer Shares, representing approximately 93% of the outstanding Resulting Issuer Shares and existing holders of Michichi Shares ("Michichi Shareholders") will hold approximately 2,100,000 Resulting Issuer Shares, representing approximately 7% of the outstanding Resulting Issuer Shares. Each of the PsiloTec Shares issued to the principals of PsiloTec, who will become management of the Resulting Issuer, will be subject to escrow in accordance with the policies of the Exchange.
Pursuant to the terms of the LOI, completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (a) approval by the boards of directors and shareholders, to the extent required, of each of PsiloTec and Michichi in respect of the Proposed Transaction; (b) receipt of all required regulatory and third party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction; (c) the satisfactory completion of due diligence by both Michichi and PsiloTec; (d) the Proposed Transaction being structured in a manner that is satisfactory to PsiloTec and Michichi; (e) the absence of any change in the affairs of PsiloTec or Michichi that would have a material adverse effect; and (f) the negotiation and execution of a definitive agreement in respect of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
Trading in Michichi Shares has been halted in compliance with the policies of the TSXV. Trading in Michichi Shares will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading.
Insiders and Board of Directors of the Resulting Issuer
At Closing, the board of directors of the Resulting Issuer (the "Resulting Issuer Board") will include Mr. Jeff McCaig, a current member of the board of directors of Michichi, and certain nominees put forth by PsiloTec. The nominees of PsiloTec are expected to include Dr. Peter Silverstone, Murray Weimer and James Mish, with certain further nominees to be put forth by PsiloTec prior to Closing. Dr. Silverstone, Murray Weimer and James Mish are current directors of PsiloTec.
Upon Closing, Dr. Peter Silverstone and Ms. Louise M. Duchesne are each expected to own more than 10% of the Resulting Issuer Shares and are therefore expected to become "Insiders" (as defined in the policies of the Exchange) of the Resulting Issuer by virtue of their respective shareholdings. For biographies of Dr. Silverstone and Ms. Duchesne, please see below and under the heading "Management of the Resulting Issuer".
All of the PsiloTec Shareholders are at arm's length to Michichi.
Mr. Jeffrey J. McCaig - Director
Mr. McCaig is Chairman of the Trimac Transportation Group of Companies (the "Trimac Group"). The Trimac Group is one of the largest providers of bulk trucking services in North America and also provides complementary logistics services, including transload facility operations, distribution management, and freight brokerage.
Mr. McCaig has been with the Trimac Group since August 1983. He became President of Trimac Corporation in 1990 and was Chief Executive Officer from 1994 to 2015. Prior to joining the Trimac Group in 1983, Mr. McCaig practiced law in Calgary, first as an associate of MacKimmie Matthews, then through Jeffrey J. McCaig Professional Corporation, focusing on corporate finance and securities. He continues to be a member of the Law Society of Alberta.
In addition to being a Director and chairing the Boards of the Trimac Group, Mr. McCaig is a Director of MEG Energy Corp., a Canadian oil sands company and a Director of Grayhawk Investments Strategies Inc., an investment management company. He is also a Director and Chairman of Bantrel Company, an engineering, procurement and construction company and a Director and Co-owner of the Calgary Flames Hockey Club. He also serves as Chairman of the Flames Foundation For Life.
Mr. McCaig obtained his undergraduate degree in Economics from Harvard; his law degree from Osgoode Hall Law School in Toronto, Canada; and his Master of Science in Management degree from Stanford University.
Mr. James Mish - Director
Mr. Mish is currently the CEO of 22nd Century Group, Inc., a leading plant biotechnology company focused on technologies that alter the level of cannabinoids in hemp/cannabis plants through genetic engineering, gene editing and modern plant breeding. Mr. Mish has an outstanding 35-year track record of delivering profitable growth at both privately held and publicly traded companies with a focus on pharmaceutical and consumer products. Prior thereto, Mr. Mish served as President and CEO of Purisys, a synthetic cannabinoid API, ingredients and solutions provider to pharmaceutical and consumer products companies, and Noramco, a global leader in the production of controlled substances for the pharmaceutical industry. Mr. Mish is a graduate from the Pennsylvania State University in Chemistry and The University of Pennsylvania, Wharton School of Business.
Dr. Peter Silverstone - CEO and Director
Dr. Silverstone has a 35-year background in brain and pharmaceutical research. Dr Silverstone was the Senior Vice President, Medical and Scientific Affairs of Biovail; one of Canada's largest publicly traded pharmaceutical companies, with annual revenue in excess of a billion dollars, prior to its merger with Valeant Pharmaceutical International. He has highly relevant expertise in international drug and IP development and regulatory issues. Dr Silverstone is currently the Interim Chair of the Department of Psychiatry at the University of Alberta. Dr Silverstone received his MD at the University of London. After achieving his MD, he spent three years as a research fellow at the University of Oxford. Dr. Silverstone's research achievements have won several awards, including the Alberta Heritage Foundation for Medical Research and the Queen Elizabeth II Diamond Jubilee Medal.
Mr. Murray A. Weimer, CPA, CA - Chairman
Mr. Weimer is a co-founder and Managing Director of Lightyear Capital Inc. ("Lightyear"), a privately held full service, IIROC member, investment dealer. Mr. Weimer oversees all aspects of Lightyear's investment banking initiatives and Lightyear's merchant banking division. Over Mr. Weimer's 25-year career he has supported the start up and growth of multiple companies in a diverse range of business lines and has executed on numerous M&A, valuation, equity and debt financing assignments. As Chairman of PsiloTec, Mr. Weimer is actively involved in all aspects of PsiloTec's business strategy along with providing leadership on executing PsiloTec's capital markets strategy. Mr. Weimer holds a Bachelor of Commerce from the University of Saskatchewan and a CPA, CA designation.
Management of the Resulting Issuer
Upon completion of the Proposed Transaction, it is expected that the management team of the Resulting Issuer will consist of the following individuals:
Dr. Peter Silverstone - Chief Executive Officer
Please see biography above under heading "Insiders and Board of Directors of the Resulting Issuer".
Ms. Louise M. Duchesne, CPA, CA - Chief Financial Officer
Ms. Duchesne is a co-founder and Managing Director of Lightyear and has over 30 years of financial, accounting, tax, regulatory compliance, capital markets and investment industry experience. Prior to co-founding Lightyear, Ms. Duchesne was the Chief Financial Officer and Director of an independent investment dealer, and previously a manager in the audit group with Ernst & Young. Ms. Duchesne holds a Bachelor of Commerce from McGill University and a CPA, CA designation.
Mr. Scott Phillips, MBA, CPA, CMA - Chief Operating Officer
Mr. Phillips has over 20 years leadership experience in operations across a number of different industries. Most recently, he was Assistant Chair, for the Department of Psychiatry at the University of Alberta, where he worked directly with mental health education and service delivery. Prior to that, Mr. Phillips led the logistics network for Canada's third largest private lab, with a team of over 65 employees and contracts covering Western Canada. He has led multi million dollar start-ups, with focus on both the domestic and international markets, specifically in the technology and fabrication space. He gained his MBA from Cornell University and maintains a CPA, CMA designation, as well as a PMP designation. In 2019, Mr. Phillips was named one of the Top 40 under 40 in Edmonton.
Dr. Rutger Engels - Chief Scientific Officer
Dr. Engels is based in Rotterdam, Netherlands. Dr. Engels' expertise is in understanding, predicting and improving people's mental health and addictions. He has a PhD in medical sciences from the University of Maastricht. In the last 15 years, Dr. Engels has led a series of randomized trials on blended mental health interventions, in collaboration with high standing academic groups and start-ups in North America. Dr. Engels has an outstanding track record in academic publications in top-ranking journals and has co-authored more than 500 articles, as well as eight books. His H-index is 101. He has held various leadership positions at the Radboud University, where he was Vice-Dean for Research and Director of the Behavioral Science Institute. In 2014, he was appointed as Chairperson of the Executive Board of the Trimbos Institute, the National Institute for Mental Health and Addictions. From 2018 - 2021, he was Rector Magnificus of the Erasmus University Rotterdam, responsible for education, research and strategy.
Mr. Adam Darbellay, MPAcc, CPA, CA - Strategic Financial Consultant
Mr. Darbellay has over 19 years of professional experience, recently serving as the CFO of a Canadian-based life sciences company focused on R&D and the commercialization of novel compounds for medical purposes, including cannabinoid and protein-based formulations. Prior to that, Mr. Darbellay worked with the world's largest producer and provider of crop nutrients and services, overseeing the global finance transformation function. Mr. Darbellay brings extensive experience in corporate M&A, strategy, and extensive financial expertise that will be instrumental in working with the management team to execute on the Resulting Issuer's strategy and advance the Resulting Issuer's business globally.
Mr. Scott W.N. Clarke, B. Comm (Hons), LLB - Corporate Secretary
Mr. Clarke is a senior partner with Blake, Cassels & Graydon LLP, with 24 years' experience focused on mergers and acquisitions, power projects, corporate finance, private equity and governance matters (including ESG). His diverse public and private company client base spans life sciences, technology, power (with a focus on alternative energy), oil and gas services and oil and gas exploration. Mr. Clarke is recognized as a leading lawyer in the following publications: the Legal 500 Canada; Chambers Canada: Canada's Leading Lawyers for Business; the Best Lawyers in Canada; the Canadian Legal Lexpert Directory and Acritas Stars. Mr. Clarke is also a member of the Securities Advisory Committee of the Alberta Securities Commission.
Dr. Matthew Brown - Vice President Technology
Dr. Brown is a leading researcher in aspects of mental health and the brain, with publications in journals that are part of the Nature group, in both 2019 and 2020. Dr. Brown has a strong background in psychopharmacology, project management of clinical studies, brain imaging techniques and computational psychiatry, using artificial intelligence ("AI") in mental health. He is also an associate of the world leading AI group at the University of Alberta, AMII (Alberta Machine Intelligence Institute). Dr. Brown is also the co-founder of Retain Labs Medical Incorporated. Dr. Brown is a scientific reviewer for Frontiers in Systems in Neuroscience, Neuroimage and Experimental Brain Research. He received his PhD in neuroscience from the University of Western Ontario. Dr. Brown has been a research fellow in the Department of Psychiatry and is currently an Adjunct Professor in the Department of Computing Science at the University of Alberta.
Dr. James Scott - Vice President Mycology
Dr. Scott is the Founder, Owner, and Chief Scientific Officer of Sporometrics Inc., an independent laboratory and leading provider of basic and applied scientific research on biomedical, industrial and environmental microbes. Dr. Scott's PhD in Mycology was earned through the Department of Botany at the University of Toronto in 2001. Dr. Scott's PhD thesis, Studies on Indoor Fungi, is one of the most comprehensive treatments of the mycology of indoor dust ever to be undertaken. Dr. Scott is a Professor in Occupational Hygiene with the Dalla Lana School of Public Health at the University of Toronto. His many contributions to the mycology field include research and publications for government agencies, private corporations, and professional bodies which has established Dr. Scott as a world leader in fungal research and occupational hygiene. Dr. Scott is exclusively working with PsiloTec where he is leading development of novel therapeutic mushrooms.
Mr. Robert Rogers - Lead Mycology Research and Formulation
Mr. Rogers has built, over five decades, an international reputation for the promotion of medical mushrooms. He has been a clinical herbalist for nearly 50 years and is presently a Clinical Professor in family medicine at the University of Alberta, and Adjunct Professor in graduate studies at York University. Mr. Rogers has published over 50 books on plant and mushroom medicine including The Fungal Pharmacy: The Complete Guide to Medicinal Mushrooms and Lichens of North America and in 2020, he published Medicinal Mushrooms: The Human Clinical Trials. Mr. Rogers has taught plant and mushroom medicine at various colleges over the past thirty years. He has formulated for various companies in the natural health industry, including supplement lines. Mr. Rogers previously chaired the Alberta Natural Health Agricultural Network, and Capital Health Community Health Council, and served on the editorial board of the International Journal of Medicinal Mushrooms for a number of years.
Mr. Tradd Cotter - Advisor, Mycology Enhancement
Mr. Cotter is a microbiologist, professional mycologist, and specialist in organic horticulture, who has been tissue culturing, collecting native fungi in the Southeast United States, and cultivating both commercially and experimentally for more than 22 years. Mr. Cotter lectures throughout North America, focusing his efforts on perpetual methods of mushroom cultivation. Mr. Cotter has undertaken numerous studies to explore applications for mushrooms in various industries and currently maintains over 200 species of fungi for food production and mycoremediation of environmental pollutants. He has been the focus of interviews and documentaries in various media, including National Geographic. Mr. Cotter is the Designer/Chief Instructor of the North American Wild Mushroom Safety Certification Program and the North American Mycological Association Emergency Mushroom Toxicology Contact.
Arm's Length Transaction
The Proposed Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" (as defined in the policies of the Exchange) and is not subject to the approval of the Michichi Shareholders, except as may be required by applicable corporate law.
Michichi intends to apply to the Exchange for a waiver of the Exchange's sponsorship requirements. There is no assurance that this waiver will be granted; however, Michichi anticipates that because the Resulting Issuer will operate in a highly regulated industry, there are reasonable grounds for believing that the Exchange will grant the waiver.
Upon the execution by Michichi and PsiloTec of a definitive agreement in respect of the Proposed Transaction, in accordance with the policies of the TSXV, Michichi will issue a more comprehensive press release containing additional details of such definitive agreement and the terms of the Proposed Transaction. Michichi and PsiloTec will also make available to the TSXV all information, including financial information, as required by the TSXV and the CPC Policy.
All information contained in this press release with respect to Michichi and PsiloTec was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning: the Proposed Transaction, including the structure by which the Proposed Transaction is expected to be completed; the Resulting Issuer, including the name, business, operations and capital structure thereof; the expected composition of the Resulting Issuer Board and the Resulting Issuer management team; and the ability of Michichi to obtain a waiver of the Exchange's sponsorship requirements.
These forward-looking statements are based on certain assumptions that Michichi has made in respect thereof as at the date of this press release regarding, among other things: Michichi; PsiloTec, including the safety and efficacy of PsiloTec's intellectual property; the Resulting Issuer; the Proposed Transaction; the negotiation of a definitive agreement in respect of the Proposed Transaction on satisfactory terms; the timely receipt of all required shareholder, regulatory, corporate and third party approvals, including TSXV approval, for the Proposed Transaction; the satisfaction of other closing conditions in a timely manner; and those described in Michichi's final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com.
Although Michichi believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of Michichi and PsiloTec to consummate the Proposed Transaction in a timely manner and on the necessary terms; the ability of Michichi and PsiloTec to obtain all required shareholder, regulatory, corporate and third party approvals and to satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on PsiloTec's relationships, including with regulatory bodies, employees, suppliers, potential customers and competitors; changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; technology and cyber security risks; natural catastrophes; and certain other risks detailed in Michichi's final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. Michichi does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
For further information contact:
Elson J. McDougald
CEO, Michichi Capital Corp.
Dr. Peter Silverstone
CEO, PsiloTec Health Solutions Inc.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
As the date of this press release, Michichi has not entered into a definitive agreement with PsiloTec with respect to the Proposed Transaction, and readers are cautioned that there can be no assurances that such a definitive agreement will be executed.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to United States newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93160