January 26, 2021 - TheNewswire - Calgary, Alberta - P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ") a capital pool company, is pleased to announce that 1266855 B.C. Ltd. ("Subco"), a wholly owned subsidiary of PSQ, is undertaking a non-brokered private placement of subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of up to $2,000,000 (the "Offering").

The Offering is being completed in connection with the previously announced three-cornered amalgamation (the "Amalgamation") among PSQ, Subco and Universal Ibogaine Inc. ("UI"), which will result in a reverse take-over of PSQ by UI and, subject to the approval of the TSX Venture Exchange (the "TSXV"), will constitute PSQ's qualifying transaction (the "QT"). Please refer to PSQ’s prior news releases dated June 2, 2020, September 15, 2020 and October 9, 2020 for further information in respect of the QT, which will include a separate planned $3,000,000 minimum Prospectus financing, which PSQ and UI continue to advance.

The net proceeds of the Offering are intended to be used by PSQ to advance the business plans of UI, which includes the acquisition of an initial addiction treatment center operating in Manitoba, undertaking clinical trials for an addiction treatment protocol, and to fund various transaction costs relating to the completion of the QT.

Each Subscription Receipt issued will entitle the holder thereof to receive one unit of Subco (the "Units") with each Unit comprised of one common share in the capital of Subco (a "Common Share") and one common share purchase warrant (each, a "Warrant").

The Units issuable to the Subscribers in exchange for the Subscription Receipts will then subsequently be exchanged for units of the post Amalgamation resulting issuer (the "Resulting Issuer Units") on a one for one basis pursuant to ‎the Amalgamation.  As such, the Resulting Issuer  ‎Units, not the Units issuable in exchange for the initial Subscription Receipts, will be ‎delivered to the Subscribers following the completion of the Offering and the QT.

Each full Warrant, as exchanged, will entitle the holder thereof to purchase one ‎common ‎share in the capital of the Resulting Issuer for a period of five years from issuance.  Each Warrant shall be exercisable at an escalating annual exercise price per Common Share as follows: (a) $0.50 per share if exercised in the first year from ‎the date of  issuance; (b) $0.75 if exercised in year 2; (c) $1.00 if exercised in year 3; (d) $1.25 if exercised in year 4;  and (e) $1.50 if exercised in year 5.

The gross proceeds from the Offering will be deposited and held in escrow and shall be released upon completion of the QT and upon the satisfaction of certain conditions (the "Escrow Release ‎Conditions"). ‎The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription ‎Receipt Agreement") to be entered into between the Corporation and PSQ’s transfer agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the ‎Offering (the ‎‎"Escrowed Funds") will be held in escrow pending satisfaction of the Escrow Release Conditions. Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds, together with any interest earned ‎thereon, will be released to PSQ. If the Escrow Release Conditions have not been satisfied by 5:00 ‎p.m. (MT) on May 31, 2021, the Subscription Receipts ‎will be deemed to be cancelled and holders of Subscription Receipts will receive a cash amount equal to the ‎offering price of the Subscription Receipts and any interest that has been earned on the Escrowed Funds.‎

The Offering is subject to certain conditions including receipt of all regulatory approvals, including the ‎acceptance of the TSXV, and satisfaction of all conditions for the completion of the QT.‎

Upsize to Bridge Financing

PSQ is also pleased to announce that, due to increased demand, it intends to increase the size of its previously announced non-brokered bridge financing private placement. PSQ will now issue up to 1,250,000 common shares of PSQ at a price of $0.20 per common share for total gross proceeds of up to $250,000 (the "Bridge Financing"). Please see PSQ’s news releases of June 2, 2020 and July 15, 2020 for further information.

To date, PSQ has received proceeds of $80,000 under the Bridge Financing, with the second and final tranche to close by no later than February 5, 2021. PSQ has applied for and received an extension from the TSXV to the conditional approval by which PSQ must close the Bridge Financing.

New CPC Policy

Due to changes recently announced by the TSXV to its Capital Pool Company program and changes to the TSXV's Policy 2.4 -  Capital Pool Companies, which became effective January 1, 2021 (the "New CPC Policy"), PSQ intends to implement certain amendments to further align its policies with the New CPC Policy. Under the New CPC Policy, PSQ is permitted to implement certain changes from the former TSXV Policy 2.4 - Capital Pool Companies (as at June 14, 2010) (the "Former Policy"), without obtaining shareholder approval. As a result, PSQ wishes to have the option to take advantage of all the changes under the New CPC Policy that do not require shareholder approval, including but not limited to:

1. i.increasing the maximum aggregate gross proceeds to the treasury that PSQ can raise from the issuance of shares in the IPO, seed shares and private placements to the new maximum of $10,000,000, rather than $5,000,000 which was the limit under the Former Policy; 

2. ii.removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Company and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed QT, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted; 

3. iii.removing the restriction on the Company issuing new agent’s options in connection with a private placement; and 

4. iv.removing the prior restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Company at the same time. 

PSQ believes that the New CPC Policy is in the best interests of its’ shareholders as it will allow PSQ to have greater flexibility and mechanisms to increase shareholder value.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

‎This news release contains forward-looking statements and information. More particularly, this ‎document contains statements and information concerning the timing and closing of the Offering and the Bridge Financing, and the use of proceeds received under the Offering and the Bridge Financing, the satisfaction of the Escrow Release Conditions and PSQ's expectations with respect to the Offering, the Bridge Financing and the QT. Forward-looking information is frequently characterized by words such ‎as "plan", "expect", "project", "intend", "will", "believe", "anticipate", "estimate", "scheduled", ‎‎"potential", or other similar words, or statements that certain events or conditions "may", "should" or ‎‎"could" occur.  The forward-looking statements and information are based on certain key expectations ‎and assumptions made by PSQ, including expectations and assumptions concerning timing of ‎receipt of required regulatory approval and the satisfaction of other conditions to the completion of ‎the Offering, Bridge Financing and the QT. Although PSQ believes that the expectations and assumptions on which the forward-‎looking statements are based are reasonable, undue reliance should not be placed on the forward-‎looking statements because PSQ can give no assurance that they will prove to be correct.

Since ‎forward-looking statements address future events and conditions, by their very nature they involve ‎inherent risks and uncertainties. Actual results could differ materially from those currently anticipated ‎due to a number of factors and risks, which include, but are not limited to, risks that required ‎regulatory approvals are not obtained. The reader is cautioned that assumptions used in the ‎preparation of such information, although considered reasonable by the Company at the time of ‎preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on ‎forward-looking information, which speaks only to conditions as of the date hereof. The Company does not ‎undertake any obligation to release publicly any revisions to forward-looking information contained ‎herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence ‎of unanticipated events, except as may be required under applicable securities laws. ‎

‎For further information regarding the Offering or PSQ, please contact:  

Shabir Premji

Executive Chairman & CEO       

P Squared Renewables Inc.       

Telephone: 403-870-1841        

Email: spremji@p2renewables.com

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