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OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAW.
Newton Energy Corporation
(“Newton”) (TSXV: NTN.H) is pleased to announce
that, further to its news release of June 18, 2020, it has entered
into a definitive agreement dated August 21, 2020 (the
“Amalgamation Agreement”) with Field Trip
Psychedelics Inc. (“Field Trip”)
(www.fieldtriphealth.com) and Newton’s wholly-owned subsidiary,
Newton Energy Subco Limited (“Newton Subco”),
pursuant to which the parties intend to complete a going-public
transaction for Field Trip (the “Transaction”).
The Transaction is structured as a three-cornered amalgamation,
which will result in Field Trip becoming a wholly-owned subsidiary
of Newton by amalgamating with Newton Subco, and the security
holders of Field Trip becoming security holders of Newton. In
connection with the completion of the Transaction, it is intended
that Newton will change its name to “Field Trip Health Ltd.” (the
“Resulting Issuer”). The Amalgamation Agreement
will be made available on SEDAR at www.sedar.com.
Field Trip and Newton anticipate the closing of
the Transaction (the "Closing") will occur on or
about September 29, 2020. The Transaction is subject to the receipt
of all necessary regulatory and shareholder approvals as well as
the satisfaction of conditions to the Closing as set out in the
Amalgamation Agreement.
About Field Trip
Field Trip was incorporated pursuant to the
provisions of the Canada Business Corporations Act on April 2,
2019. Field Trip is redefining mental health and wellness with
ground-breaking work in psychedelics and psychedelic therapies.
Through its Field Trip Health centres opening across North America,
that provide best-in-class psychedelic-therapies, and drug
development and advanced research on plant-based psychedelics
through Field Trip Discovery, its newly formed drug development
division, Field Trip's goal is to help those in treatment and those
seeking accelerated personal growth with a simple, evidence-based
way to heal and heighten engagement with the world.
Select Audited Financial
Information
|
Audited Financial Information for Period fromIncorporation
on April 2, 2019 to March 31, 2020 |
|
|
Total Assets |
$12,541,095 |
|
|
Total Liabilities |
$2,121,083 |
|
|
Revenues |
$1,000 |
|
|
Net Losses |
$2,678,365 |
|
|
Cash |
$9,690,758 |
|
Field Trip Financing
On August 14, 2020, Field Trip completed
brokered and non-brokered private placements of an aggregate of
5,516,724 class A shares in the capital of Field Trip (each, a
"Field Trip Share"), at a price of $2.00 per Field
Trip Share, for aggregate gross proceeds of $11,033,448 (the
“Private Placement”).
Canaccord Genuity Corp. and Stifel Nicolaus
Canada Inc. jointly acted as lead agents in connection with the
brokered portion of the Private Placement, for which they were paid
a cash commission of $391,082, and were issued 55,167 class A
shares and 299,753 compensation warrants, with each warrant
exercisable into one class A share of Field Trip at a price of
$2.00 per share until August 14, 2022.
Principal Purposes of Funds
The funds to be available to the Resulting
Issuer upon the Closing are expected to be approximately
$14,000,000 which includes the net proceeds of the Private
Placement. These funds are anticipated to be principally used for
the continued expansion and development of the Field Trip clinics,
costs associated with Field Trip's research, drug discovery and
development initiatives, for technology innovation and for general
corporate purposes. While the Resulting Issuer intends to spend the
funds available to it as stated herein, there may be circumstances
where management reasonably determines that a reallocation of funds
is necessary.
About the Transaction
Newton will hold an annual and special meeting
of its shareholders on September 24, 2020, subject to adjournment
or postponement (the “Newton Meeting”), to
approve, among other things: (a) the election of the directors of
the Resulting Issuer in connection with the Closing; (b) the
authorization to amend the articles of Newton to change its name to
“Field Trip Health Ltd.” or such similar name as may be accepted by
the relevant regulatory authorities and approved by the board of
directors of Newton; (c) the consolidation (the
“Consolidation”) of the issued and outstanding
common shares of Newton (each a “Newton Share”)
prior to the Closing on the basis of one (1) post-Consolidation
Newton Share for every eight (8) pre-Consolidation Newton Shares;
(d) the authorization to apply to de-list the Newton Shares from
the facilities of the TSX Venture Exchange (the
“TSXV”) and apply to list the Newton Shares on the
facilities of the Canadian Securities Exchange (the
“CSE”); (e) the adoption of certain amendments to
the by-laws of Newton; and (f) such other special business as may
be properly brought before the Newton Meeting or any postponement
or adjournment thereof.
Upon completion of the Consolidation, it is
anticipated that the 6,361,047 currently issued and outstanding
Newton Shares will be consolidated into 795,131 post-Consolidation
Newton Shares.
Details regarding the Newton Meeting are
available in a management information circular dated August 21,
2020 that has been mailed to shareholders of Newton. The
Transaction will be approved by the sole shareholder of Newton
Subco and by the shareholders of Field Trip prior to the
Closing.
Under the terms of the Amalgamation Agreement,
at the effective time of the Transaction, among other things:
- each issued and outstanding Field Trip Share (other than Field
Trip Shares held by holders that have validly exercised their
dissent rights) will be cancelled, and the holder thereof will
receive one fully paid and non-assessable common share of the
Resulting Issuer (each, a “Resulting Issuer
Share”) (on a post-Consolidation basis) in exchange for
such Field Trip Share; and
- each outstanding Field Trip stock option and warrant (of which
approximately 3,466,806 stock options and 299,753 warrants are
outstanding as at the date hereof) will be cancelled and its holder
will receive in exchange therefor an option or warrant, as
applicable of the Resulting Issuer to purchase a Resulting Issuer
Share which convertible securities shall have all of the terms and
conditions, including the exercise price, term to expiry, vesting
conditions and manner of exercising, as the Field Trip option or
warrant for which it was exchanged.
In connection with the Closing, an aggregate of
35,590,954 Resulting Issuer Shares will be issued to holders of
Field Trip Shares. Immediately after the Closing, and after giving
effect to the Consolidation, the shareholders of Newton will own
approximately 2.2% of the Resulting Issuer Shares and the former
shareholders of Field Trip will own approximately 97.8% of the
Resulting Issuer Shares, each on an undiluted basis.
In connection with the Transaction, and subject
to the receipt of all necessary shareholder and regulatory
approvals, Newton intends to voluntarily de-list the Newton Shares
from the NEX board of the TSXV. It is a condition of the Closing
that Newton has obtained the conditional approval of the CSE for
listing of the Resulting Issuer Shares on the CSE. As a result, it
is anticipated that the Transaction will be governed by the
policies of the CSE.
Completion of the Transaction will be subject to
the closing conditions set forth in the Amalgamation Agreement,
which include the approval of the listing of Resulting Issuer
Shares on the CSE, the approval of the Transaction by shareholders
of Field Trip, approval of matters ancillary to the Transaction by
shareholders of Newton at the Newton Meeting, and certain standard
closing conditions, including there being no material adverse
change in the business of Newton or Field Trip prior to completion
of the Transaction. The Transaction itself is not subject to
shareholder approval of Newton. The proposed de-listing of the
Newton Shares from the TSXV is subject to the approval of a
majority of the minority shareholders of Newton.
Arm’s Length Transaction
The Transaction is an arm’s length
transaction.
Proposed Management and Board of
Directors of the Resulting Issuer
Upon completion of the Transaction, it is
anticipated that the persons identified below will serve as
directors and officers of the Resulting Issuer.
Joseph del Moral, Director & Chief
Executive Officer
Mr. del Moral is an experienced entrepreneur and
a founder of Field Trip. In 2014, he was the founder and CEO of
CanvasRx Inc. and Canadian Cannabis Clinics, which grew to be the
largest cannabis clinic company in Canada. In 2016, CanvasRx was
acquired by Aurora Cannabis Inc. (NYSE: ACB)
(“Aurora”) and he joined Aurora’s board of
directors. During his time at Aurora, Mr. del Moral ensured that
CanvasRx continued to grow and achieve its milestones as well as
assisted in corporate development, M&A and strategy. After
leaving Aurora in 2018, Mr. del Moral assumed the role of CEO of
Trait Biosciences Inc., a leading biotech company in the hemp and
cannabis industries. Prior to his time in the cannabis industry,
Mr. del Moral co-founded Newten Home Comfort, a fast growing home
services company acquired by Just Energy Inc. in 2009. Mr. del
Moral is also on the board of directors of Felix Health, an
innovative direct to consumer healthcare company that is changing
how Canadians access prescription drugs. Mr. del Moral holds a
Bachelor of Commerce Degree (Finance and Entrepreneurship) from
McGill University.
Ronan Levy, Director & Executive Chairman
& Corporate Secretary
Mr. Levy is an entrepreneur and is a co-founder
and Executive Chairman of Field Trip. He is also a partner at
Grassfed Ventures, a venture capital and advisory firm focused on
the cannabis and biotech industries, and a member of the board of
directors of Trait Biosciences Inc., a leading biotech company in
the hemp and cannabis industries. Prior to his current roles, Mr.
Levy co-founded Canadian Cannabis Clinics and CanvasRx Inc., which
was acquired by Aurora in 2016, after which he served as Senior
Vice President, Business and Corporate Affairs, for Aurora. A
lawyer by training, Mr. Levy started his career as a corporate
lawyer at Blake, Cassels and Graydon LLP and as legal counsel at
CTVglobemedia Inc. (now Bell Media Inc.). Mr. Levy holds a Juris
Doctor and a Bachelor of Commerce degree, both from the University
of Toronto.
Hannan Fleiman, Director & President of
Healthcare
Mr. Fleiman is a serial entrepreneur and has
co-founded and operated several companies, including Field Trip.,
CanvasRx Inc., Canadian Cannabis Clinic and Dominion Home
Insulation. Prior to founding these companies, Mr. Fleiman managed
the hospital department, animal health and OTC divisions at Teva
Canada. Mr. Fleiman is a board member of MedicNL, a contract
research organization, and was a board member of Abacus Health,
where he headed the audit and compensation committees before the
successful sale to Charlotte’s Web Holdings, Inc. (CSE: CWEB). Mr.
Fleiman earned his MBA from McMaster University and his BSc from
University of Guelph.
Mujeeb Jafferi, Director & President
Mr. Jafferi is an experienced management
executive and a founder of Field Trip. Prior to joining Field Trip,
Mr. Jafferi spent over a decade in the retail and renewable energy
sectors in a variety of leadership roles. Between 2016 and 2019,
Mr. Jafferi served as the Vice President of Sales Operations and
Strategy at Just Energy Inc. (TSX: JE) and the President of Just
Energy Solar. In 2015, Mr. Jafferi served as a Partner at a
renewable energy technology startup, LightWing Partners, leading
its business development efforts across the US market. LightWing
Partners was subsequently acquired by SunEdison. Between 2009 and
2015, Mr. Jafferi held several progressive and diverse leadership
roles at Just Energy, including Director of Corporate Planning and
Financial Analysis, and Asst. Regional General Manager for US
Northeast Region. He holds a BA in Information Technology from York
University and a Global Professional Master of Laws from University
of Toronto.
Dr. Ryan Yermus, Director & Chief Clinical
Officer
Dr. Yermus is a physician who completed his
medical training at the University of Ottawa in 2007 and his
residency at the University of Toronto in 2009. As a pioneer in the
Canadian medical cannabis industry, he was responsible for the
development of a clinical protocol that led to the treatment of
thousands of medical cannabis patients. In 2014, Dr. Yermus founded
Medical Marijuana Clinics of Canada (MMCC), the first fully
compliant cannabis clinic in Ontario. MMCC went on to be acquired
by Canadian Cannabis Clinics, which grew to become the nation’s
largest cannabis clinic network and was acquired by Aurora Cannabis
Inc. in 2016. For the past decade, Dr. Yermus has also worked as a
clinician helping patients suffering from addictions.
Tyler Dyck, Interim Chief Financial Officer
Mr. Dyck is a CPA, CA comfortable working across all functions
of an organization in high-growth environments. Most recently, Mr.
Dyck was Finance employee #1 at HelloFresh Canada, where starting
from a 100% outsourced model, he grew the Finance and Accounting
function to a team of 8 over 30 months. While at HelloFresh he also
led the due diligence, financial analysis, and business planning
relating to the acquisition of Chefs Plate. Mr. Dyck started his
career in KPMG’s audit practice after obtaining an Honours BBA from
Wilfrid Laurier University.
Helen M. Boudreau, Director
Ms. Boudreau is a retired senior executive with
30 years experience across biotech, pharmaceuticals, consulting,
and banking industries. She was most recently COO of the Bill &
Melinda Gates Medical Research Institute, a non-profit biotech
focused on diseases that cause mortality, poverty, and inequality
in low and middle-income countries. Previously, she served as CFO
for public and private biotechs, Proteostasis Therapeutics and
FORMA Therapeutics. Helen spent 16 years at Novartis and Pfizer,
serving in strategy and senior finance roles, including global CFO
Oncology business unit, CFO US Corporate, VP Investor Relations, VP
Finance, Customer Business Unit and Commercial Operations, and VP
Finance Global R&D. Helen started her career in banking and was
an engagement manager at McKinsey & Company, a strategic
consulting firm. Helen is currently a member of the board of
Premier, Inc. (NASDAQ: PINC), a healthcare improvement company, and
is also on the boards of two private biotech companies. Helen
earned a BA in Economics, summa cum laude, from the University of
Maryland, and an MBA from the Darden Graduate School of Business at
the University of Virginia.
Dieter Weinand, Director
Mr. Weinand is an experienced executive with
over 30 years’ of experience in the pharmaceuticals and biotech
industries. Mr. Weinand presently serves as the chairman of the
board of directors of Replimune Group Inc. (NASDAQ: REPL).
Previously, Mr. Weinand served as the Executive Vice President of
Primary Care and was a member of the Executive Committee at Sanofi
from November 2018 to February 2020. Before moving to Sanofi, Mr.
Weinand was CEO and Chairman of the Board of Management of Bayer
Pharma AG and member of the Management Board at Bayer AG. Prior to
his work at Sanofi and Bayer, Mr. Weinand has held various
positions in commercial, operational, and strategic areas of the
pharmaceutical industry. These included responsibilities spanning
various therapeutic areas and geographies for companies such as
Pfizer, Bristol Myers Squibb, and Otsuka. Mr. Weinand earned an MS
in Pharmacology and Toxicology from Long Island University, New
York, and a BA in Biology from Concordia College, New York. Mr.
Weinand is a former board member of the Pharmaceutical Research and
Manufacturers of America (PhRMA), the European Federation of
Pharmaceutical Industries & Associations (EFPIA), and the
International Federation of Pharmaceutical Manufacturers (IFPMA),
and served as a member of the Board of Directors of HealthPrize
Technologies.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
The information contained or referred to in this
press release relating to Field Trip has been furnished by Field
Trip. Although Newton has no knowledge that would indicate that any
statement contained herein concerning Field Trip is untrue or
incomplete, neither Newton nor any of its respective directors or
officers assumes any responsibility for the accuracy or
completeness of such information.
Completion of the transaction is subject to a
number of conditions, including, if applicable, TSXV acceptance
and, majority of the minority shareholder approval of the delisting
of the Newton Shares from the TSXV. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or listing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Newton should be considered highly
speculative.
The TSXV has in no way passed upon the merits of
the Transaction and has neither approved nor disapproved the
contents of this news release.
Notice regarding forward-looking statements:
This press release includes forward-looking
statements regarding Newton, Field Trip, and their respective
businesses, which may include, but is not limited to, statements
with respect to the completion of the Transaction, the terms on
which the Transaction is intended to be completed, the expected use
of the net proceeds from the Private Placement, the ability to
obtain regulatory and shareholder approvals, the proposed business
plan of Field Trip and other factors. Often, but not always,
forward-looking statements can be identified by the use of words
such as “plans”, “is expected”, “expects”, “scheduled”, “intends”,
“contemplates”, “anticipates”, “believes”, “proposes” or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results “may”, “could”, “would”,
“might” or “will” be taken, occur or be achieved. Such statements
are based on the current expectations of the management of each
entity. The forward-looking events and circumstances discussed in
this press release, including completion of the Transaction, may
not occur by certain specified dates or at all and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding
the industry, failure to obtain regulatory or shareholder
approvals, economic factors, the equity markets generally and risks
associated with growth and competition. Although Newton and Field
Trip have 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. 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 Newton and Field Trip undertake no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise.
For further information:
Newton Energy Corporation: Gino DeMichele, (403)
680-7898
Field Trip Psychedelics Inc.: Joseph del Moral,
Chief Executive Officer, (437) 688-6148,
www.fieldtriphealth.com
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