Field Trip Health Ltd. Completes Reverse Take-Over Transaction and Prepares for Listing on the Canadian Securities Exchange
Public listing of combined company expected to occur on or about October 7, 2020
Field Trip Psychedelics Inc. upsizes its Series B financing from $11.0 million to $12.6 million
TORONTO, Oct. 2, 2020 /CNW/ — Field Trip Health Ltd. (formerly Newton Energy Corporation) (“Field Trip” or the “Company“) is pleased to announce that it has completed its previously announced reverse take-over of Field Trip Psychedelics Inc. (“FTP“) by way of a three-cornered amalgamation (the “Transaction“). The Company will carry on the business of FTP, which is a global leader in the development and delivery of technology-enabled psychedelic therapies. Prior to the closing of the Transaction (the “Closing“), the Company changed its name to “Field Trip Health Ltd.” and consolidated the outstanding common shares of the Company (each, a “Share“), on the basis of one post-consolidation Share for every eight pre-consolidation Shares.
Pursuant to the Transaction, FTP was amalgamated with a wholly owned subsidiary of the Company and all Class A Shares and convertible securities of FTP were exchanged for post-consolidation Shares on a one for one basis.
The pre-consolidation Shares of Newton Energy Corporation (formerly NTN.H on TSXV) were delisted from the NEX board of the TSX Venture Exchange effective September 30, 2020. The Company anticipates that the Shares will commence trading on the Canadian Securities Exchange (the “CSE“) on or about October 7, 2020, under the symbol “FTRP”, subject to customary conditions, including the final approval of the CSE.
Joseph del Moral, CEO of the Company, commented, “This is a watershed moment for Field Trip and our shareholders. Completing the Transaction and our expected public listing on the CSE will give us a public vehicle to increase our exposure to the investment community as we execute against our strategy, which is centered around the development of novel psychedelic molecules, such as FT-104, our first molecule in development, and the therapeutic application of psychedelics and psychedelic-assisted therapy using our technology-enabled Field Trip Health clinical hubs and telehealth remote care.”
“Adopting the name Field Trip Health reflects our commitment to fundamentally transforming attitudes and approaches to mental, emotional and behavioural health by developing patient-centric, evidence-based, integrative solutions through psychedelics,” added Ronan Levy, Field Trip’s Executive Chairman. “We are building a diversified, yet deeply integrated, platform that combines psychedelic-enhanced psychotherapy, technology-enabled virtual care solutions, and drug and product development. It is a business model and a mission that is clearly resonating with investors, as demonstrated by the upsizing of FTP’s Series B financing.”
In connection with the Closing, all of the directors and officers of the Company resigned and were replaced by nominees of FTP. The board of directors of the Company is now comprised of Joseph del Moral, Ronan Levy, Hannan Fleiman, Mujeeb Jafferi, Ryan Yermus, Helen Boudreau and Dieter Weinand, all of which were nominees of FTP. The officers of the Company are as follows:
|Joseph del Moral||–||Chief Executive Officer|
|Donna Wong||–||Chief Financial Officer|
|Ronan Levy||–||Executive Chairman|
|Mujeeb Jafferi||–||Chief Operating Officer|
|Dr. Ryan Yermus||–||Chief Clinical Officer|
|Paula Amy Hewitt||–||Vice President, General Counsel and Corporate Secretary|
|Dr. Nathan Bryson||–||Chief Science Officer|
|Amardeep Manhas||–||Chief Technology Officer|
|Tyler Dyck||–||Treasurer & Director of Finance|
Additional information regarding the business of the Company and the biographical details of management and the board of directors can be found in the Company’s CSE Form 2A Listing Statement, which will be filed on SEDAR prior to the commencement of trading on the CSE.
Immediately prior to the Closing, DeVisser Gray LLP, of Vancouver, British Columbia, served as auditor of the Company. As contemplated in the Company’s management information circular dated August 21, 2020, which is available under the Company’s profile on SEDAR at www.sedar.com, MNP LLP, being the auditor of FTP, will be appointed as the auditor of the Company for the Company’s current fiscal year.
Upsizing of Series B Financing
Prior to the Closing, FTP completed an upsizing of its previously announced Series B financing, from $11.0 million to $12.6 million, a portion of which was completed by way of a brokered private placement for which Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. jointly served as lead agents. The proceeds from the financing will be used to continue the rollout across North America of the Company’s Field Trip Health clinical hubs for psychedelic therapies, and to further advance its pioneering work with its next generation psychedelic molecule, FT-104, and its advanced research and development on psilocybin producing mushrooms in partnership with the University of West Indies.
None of the securities issued in connection with the Transaction or FTP’s Series B financing have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.
Immediately prior to the Transaction, Joseph del Moral and his affiliates (collectively, “Mr. del Moral“) held no Shares. As a result of the Closing, Mr. del Moral exercises control and direction over 14.59% of the issued and outstanding Shares. Mr. del Moral does not currently own any convertible securities of the Company.
The Shares were acquired for investment purposes and Mr. del Moral has no current intention to acquire control or direction over additional securities of the Company as of the date of this news release, either alone or together with any joint actors.
Further details regarding Mr. del Moral’s holdings will be set forth in an early warning report which will be available for viewing on the Company’s SEDAR profile, available at www.sedar.com.
About Field Trip Health Ltd.
Field Trip is the global leader in the development and delivery of psychedelic therapies. With Field Trip Discovery leading the development of the next generation of psychedelic molecules and conducting advanced research on plant-based psychedelics, Field Trip Health hubs for psychedelic therapies opening across North America, and Field Trip Digital building the digital and technological tools to support psychedelic experiences and consciousness expansion, we help people, from those in treatment to those seeking accelerated personal growth, with a simple, evidence-based way to heal and heighten engagement with the world.
Follow us on Twitter and Instagram: @fieldtriphealth
Cautionary Note Regarding Forward Looking Information
This release includes forward-looking information within the meaning of Canadian securities laws regarding the Company and its business, which may include, but are not limited to, statements with respect to the listing of the common shares of the Company on the Canadian Securities Exchange, and the timing of such events. 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 the Company, and are based on assumptions and subject to risks and uncertainties. Although the management of the Company 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 risks regarding the COVID-19 epidemic, the medical clinic industry, market conditions, economic factors, management’s ability to manage and to operate the business and the equity markets generally. Although the Company 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 the Company 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.
The CSE has neither approved nor disapproved the contents of this news release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.
SOURCE Field Trip Health Ltd.
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