Business
P Squared Renewables Inc. Enters into Amalgamation Agreement for Its Qualifying Transaction with Universal Ibogaine Inc.
(TheNewswire) Calgary, Alberta - TheNewswire - October 9, 202...
About this update from Universal Ibogaine Inc
[{"type":"text","content":"P Squared Renewables Inc. Enters into Amalgamation Agreement for Its Qualifying Transaction with Universal Ibogaine Inc.\n \n \n (TheNewswire)\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Calgary, Alberta -\n \n \n TheNewswire -\nOctober 9, 2020\n \n \n - P Squared Renewables Inc.\n(TSXV:PSQ.P) (\"\n \n \n PSQ\n \n \n \"), a capital pool company, is pleased\nto announce that, further to its news releases dated June 2, 2020 and\nSeptember 15, 2020, PSQ has entered into an amalgamation agreement\n(the \"\n \n \n Amalgamation\nAgreement\n \n \n \") with Universal Ibogaine Inc.\n(\"\n \n \n UI\n \n \n \"), and a wholly-owned subsidiary of PSQ\n(\"\n \n \n Subco\n \n \n \") to acquire all of the outstanding shares of UI by way\nof a three-cornered amalgamation (the \"\n \n \n Amalgamation\n \n \n \")\namong PSQ, UI and Subco. The Amalgamation will result in a reverse\ntake-over of PSQ by UI, which shall ?constitute PSQ's qualifying\ntransaction (the \"\n \n \n Qualifying Transaction\n \n \n \" or\n\"\n \n \n QT\n \n \n \", as defined under TSXV policies). It is anticipated\nthat upon completion of the Qualifying Transaction, the ?resulting\nissuer will meet the Tier 2 listing requirements of the TSX Venture\nExchange (\"\n \n \n TSXV\n \n \n \") for a ?Technology/Industrial\nissuer. ?\n \n \n A copy of the Amalgamation Agreement\nwill be made available on PSQ's SEDAR profile at www.sedar.com. \n?\n \n \n \n \n Terms of the QT\n \n \n \n \n Pursuant to the Amalgamation Agreement, the core terms\nof the QT are as follows:\n \n \n \n \n \n \n - UI and Subco will complete the Amalgamation under the\n \n \n Business Corporations\nAct\n \n \n (British Columbia) to form\n\"\n \n \n Amalco\n \n \n \", and PSQ (which will be the \"\n \n \n Resulting Issuer\n \n \n \", as defined under the policies of the TSXV) will issue\ncommon shares (\"\n \n \n RI\nShares\n \n \n \") to the former UI shareholders, on\nthe basis of one RI Share for each UI share, subject to a maximum\ntotal of 130,000,000 common shares (the \"\n \n \n UI Shares\n \n \n \")\nbeing ?issued to the UI shareholders and a maximum of 13,400,000 RI\nShares being exchanged for PSQ's outstanding common shares.\n \n \n \n \n - Each of UI's outstanding warrants, options and other\nconvertible securities (if any) will be exchanged for warrants,\noptions and convertible securitie...