Field Trip Health Ltd. (TSX: FTRP, FTRP.WT, Nasdaq: FTRP) (the
"
Company" or "
Field
Trip"), a global leader in the development and
delivery of psychedelic therapies, announced today that it has
agreed to increase its participation in the concurrent financing,
in support of, and in connection with, the spin-out of its clinics
business to Field Trip Health & Wellness Ltd.
(“
SpinCo”) by way of a plan of arrangement (the
"
Arrangement"). In order to provide shareholders
adequate time to consider the new information as a result of
this change, the Company has postponed its special meeting (the
"
Meeting"), which was previously scheduled for
10:00 a.m. (Toronto Time) on Monday, June 20, 2022, to 10:00 a.m.
(Toronto Time) Monday, June 27, 2022. The new information has been
placed before Shareholders by management of the Company in a
supplement, attached hereto (the "
Supplement"), to
the management information circular of the Company dated May 20,
2022 (the "
Circular") and filed on SEDAR on May
24, 2022.
The record date for determining the Shareholders
eligible to vote at the postponed Meeting remains May 20, 2022. In
accordance with the Circular, the proxy submission deadline for the
postponed Meeting is extended to 10:00 a.m. (Eastern time) on
Thursday, June 23, 2022.
Shareholders are urged to read the important
information contained in the Circular previously distributed to
shareholders and the Company's news release of April 28, 2022, both
of which are available on the Company’s SEDAR profile at
www.sedar.com, as well as the Supplement, attached hereto, which
will also be available on the Company’s SEDAR profile.
Field Trip to Increase Investment in
SpinCo
The Company has agreed to increase its
investment in the SpinCo Share Offering (as defined in the
Circular) in SpinCo from $5,000,000 to $9,807,500, resulting in the
Company subscribing for 19,615,000 SpinCo Shares (as defined in the
Circular), which is anticipated to represent 21.79% of the SpinCo
Shares issued and outstanding immediately following completion of
the Arrangement. The Company and SpinCo also intend to enter into
an investor rights agreement, in substantially the same form as the
investor rights agreement to be entered into by SpinCo and Oasis
(as defined in the Circular).
As a result, of the Company's increased
participation in the SpinCo Share Offering, aggregate gross
proceeds to SpinCo in the Concurrent Financing (as defined in the
Circular) will equal $20,000,000, of which $17,800,000 will be
raised under the SpinCo Share Offering and $2,200,000 will be
raised under the SpinCo Subscription Receipt Offering (as defined
in the Circular). The Company determined to increase its investment
in the SpinCo Share Offering both because challenging market
conditions affected uptake of the Subscription Receipt Offering and
because it believes in the long-term prospects of SpinCo. The
SpinCo Share Offering is not subject to agents’ commissions and,
therefore, SpinCo will have $600,000 in additional working capital
(assuming the Subscription Receipt Offering had been closed in
full).
Effective Date of the Arrangement and
Field Trip Warrants
Management now expects that completion of the
Arrangement will occur in mid-July, 2022. As discussed in, and as
of the date of, the Circular, there are issued and outstanding an
aggregate of 2,071,090 Field Trip Warrants (as defined in the
Circular) that are listed in the Toronto Stock Exchange, issued
pursuant to the Field Trip Warrant Indenture (as defined in the
Circular) and expiring on July 5, 2022. In the event that the
effective date of the Arrangement occurs after July 5, 2022, these
warrants, unless exercised prior to the expiry date, will not be
adjusted as part of the Arrangement and will cease to be an
obligation of the Company or SpinCo.
Recommendation of the Special Committee
and the Board
The Company's board of directors (the
"Board"), acting on the unanimous recommendation
of the Special Committee, has unanimously determined that the
increased investment into SpinCo pursuant to the Amended
Subscription Agreement (as defined in the Supplement), is in the
best interests of the Company and its shareholders. The Board
re-affirmed its recommendation that shareholders vote FOR the
Arrangement Resolution and FOR the Concurrent Financing Resolution
at the Meeting.
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.
Learn more at: www.meetfieldtrip.com, www.fieldtriphealth.com
and www.fieldtriphealth.nl.
Follow us on Twitter and Instagram:
@fieldtriphealth.
To receive company updates about Field Trip and
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up here.
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, statements with respect to future events or future performance,
the completion of the Arrangement, anticipated shareholder, court
and regulatory approvals, the realization of the anticipated
benefits by any entity from the Arrangement or from the Company's
or SpinCo's assets or investments, the general performance of the
Company and SpinCo. 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.
None of the securities to be issued
pursuant to the Transaction (as defined in the Circular) have been
or will be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and any securities issuable in the Transaction are
anticipated to be issued in reliance upon available exemptions from
such registration requirements pursuant to Section 3(a)(10) of the
U.S. Securities Act and applicable exemptions under state
securities laws.
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.
CONTACTS:Investor
contacts:Kathleen Heaney / Sophia BashfordKCSA Strategic
CommunicationsfieldtripIR@kcsa.com
Media contacts:Rachel MoskowitzAutumn
Communications202-276-7881press@fieldtriphealth.com
Field Trip Health (TSX:FTRP)
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