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P Squared Renewables Inc. Provides Update on Proposed Qualifying Transaction with Universal Ibogaine Inc.



June 2, 2020 - TheNewswire - Calgary, Alberta - P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ"), a Capital Pool Company ("CPC"), is pleased to provide an update on its previously announced proposal for a Qualifying Transaction (the "Proposed QT") with Universal Ibogaine Inc. ("UI"), a privately-held, arm's length party which intends to develop a network of centres for the treatment of drug and alcohol addiction.

PSQ's prior news release of November 1, 2019, noted that PSQ has entered into a letter of intent (the "LOI") with UI whereby PSQ will acquire 100% of UI by way of an exchange of PSQ common shares, on a 1 for 1 basis pursuant to the Amalgamation (as defined below).

The Proposed QT and Financing (as defined below) contemplated under the LOI were originally intended to be completed by April 30, 2020, and the parties have agreed to amend the LOI to extend the contemplated closing date for the Proposed QT to July 31, 2020, or such other date as may be mutually agreed upon, and to provide for the Clinic Acquisition (as described below) and other amendments.

Trading of PSQ's common shares

Trading in PSQ's common shares have been suspended since June 27, 2019 for failing to complete a Qualifying Transaction within 24 months of its listing and will remain suspended until the Proposed QT has been completed and the requisite approvals by the TSX Venture Exchange (the "TSXV") have been obtained. The Proposed QT remains subject to approval by the TSXV.

Proposed QT

Subject to the approval by the TSXV, the Amalgamation is to represent PSQ's required Qualifying Transaction pursuant to Policy 2.4 of the TSXV. The highlights of the Proposed QT are as follows:

  • - the Proposed QT will be completed pursuant to a three-cornered amalgamation (the "Amalgamation") between UI, PSQ and a wholly-owned subsidiary of PSQ (the "Subco") whereby UI and Subco amalgamate and the amalgamated corporation will become a wholly-owned subsidiary of PSQ;

    - the LOI requires PSQ to undertake an equity financing, by way of a prospectus, (the "Financing"). PSQ is in discussions with a party which would act as its agent (the "Agent") to undertake the Financing, with the planned goal of raising minimum gross proceeds of at least $3 million, and a maximum of $5 million;

    - the current business of UI, which is the acquisition and development of addiction treatment facilities, will become the ongoing business of the new combined entity, which is intended to be renamed Clear Sky Recovery Solutions Inc. (the "Resulting Issuer") or such other name that is acceptable to the Resulting Issuer and to applicable regulatory authorities.

    - the LOI will be replaced and superseded by a definitive share exchange and formal amalgamation agreement prior to closing of the Proposed QT;

    - it is expected that UI will have a total of at least 121 million common shares outstanding (including 36 million to be held in escrow and subject to performance milestone releases) and PSQ will have a total of approximately 11.2 million common shares outstanding immediately prior to the anticipated closing of the PSQ Bridge Financing (described further below) and the closing of the Proposed QT and Financing. The current shareholders of UI are expected to become the majority shareholders of the Resulting Issuer following completion of the Proposed QT and Financing;

    - it is intended that a portion of the proceeds of the Financing would be used by UI primarily to (i) complete the acquisition of an addiction treatment site in west central Canada (the "Clinic Acquisition") and (ii) as partial consideration payable by UI to complete a licensing agreement to acquire rights for the exclusive global use of a proprietary addiction treatment protocol (both as described in further detail below);

    - on November 8, 2019, PSQ advanced $25,000 to UI as a non-interest bearing, unsecured promissory note, due May 8, 2020 (the "Loan"). The funds were used by UI in connection with funding its operating expenses. The maturity date of the Loan has been extended by PSQ to August 31, 2020 to allow completion of the Proposed QT.

It is not anticipated that the Proposed QT will require the approval of PSQ's shareholders because the Proposed QT is not a Non-Arm's Length Qualifying Transaction.

Certain of the common shares issuable pursuant to the Proposed QT will be subject to existing performance milestone requirements in place on UI common shares, as well as any standard escrow requirements of the TSXV or hold periods as required by applicable securities laws.

Upon completion of the Proposed QT, the Resulting Issuer expects to list as a Tier 2 Technology or Industrial Issuer on the TSXV, subject to meeting the TSXV Initial Listing Requirements.

The Financing

Pursuant to the LOI, it is intended that immediately prior to or concurrent with the closing of the Proposed QT, PSQ will complete an equity financing to raise gross proceeds of $3 million and a maximum of up to $5 million.

The proceeds of the Financing are intended to be sufficient to satisfy the requirements of the TSXV in connection with PSQ's application for acceptance of the Proposed QT as its Qualifying Transaction. Funds would be held in escrow by the Agent if raised prior to closing of the Proposed QT, with funds raised to be returned to the subscribers to the Financing in the event that the Proposed QT fails to close. The terms of the Financing and the related proposed use of proceeds will be described further in the near future once full details become available.

About PSQ

PSQ was incorporated in 2017 and listed on the TSXV (as a Capital Pool Company) on June 21, 2017 under the trading symbol "PSQ.P". Since its formation, PSQ has been searching for and evaluating suitable business combinations to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV.

PSQ is a "reporting issuer" in the provinces of Alberta and British Columbia and currently has 11,160,850 common shares outstanding and options exercisable or exchangeable for a total of 950,000 common shares, exercisable at an exercise price of $0.10 per share.

PSQ Private Placement Bridge Financing

Prior to the completion of the Proposed QT, PSQ intends to complete a non-brokered bridge financing ?private placement (the "PSQ Bridge Financing") to raise up to $200,000 through the issuance of up to 1,000,000 PSQ common shares at a price of $0.20 per share. The proceeds of the PSQ Bridge Financing will be used for working capital purposes and to fund various transaction costs related to completion of the Proposed QT.

About Universal Ibogaine Inc.

UI is a privately held company formed in 2018 and based in Vancouver, BC. UI is in the initial stages of implementing and financing its business plan, which is to develop a network of global detoxification clinics for the treatment and ideally the cure of addictions to primarily opioids, as well as alcohol, cocaine, heroin, fentanyl and other stimulants.

For its primary business focus, operating addiction treatment sites, UI has entered into a letter of intent to acquire an initial facility in west central Canada, and intends to close this acquisition in conjunction with closing of the Proposed QT. UI's expansion plans include acquiring or forming an additional two clinics in Canada in 2021 - one in a province to the east and one to province the west of its initial site.

In addition, UI plans to apply to undertake a limited clinical trial in Canada to prove the efficacy of the use of ibogaine, a natural substance, in the treatment of polysubstance addictions including opioids. In the longer term, UI plans to introduce ibogaine into the addiction treatment protocols to be used in its facilities.

Current pharmaceutical industry research indicates that ibogaine's neurotrophic factor release may have promising applications for the treatment of brain damage, including degenerative disease, trauma, and post infectious disease.

The goals of UI's planned future research initiatives will be (i) gaining broader global regulatory recognition of ibogaine, and its use in allowing patients the ultimate goal of achieving freedom from addiction, (ii) assisting global Health Authorities with new solutions in dealing with the all too often tragic consequences from the burgeoning global opioid crisis, and (iii) assessing other potential medical applications for ibogaine.

UI's current business development plans reflect the following significant transactions:

  • - UI has a letter of intent which provides the basic terms and conditions for its purchase of an existing addiction treatment centre (the "Clinic") in west central Canada (the "Clinic Acquisition"). The Clinic includes approximately 50 acres of land and a centre which supports a 10-bed treatment operation. The Clinic Acquisition is subject to completion of a due diligence review to the satisfaction of PSQ and UI. Total consideration payable by UI would total $5.0 million, including $1.0 million cash, a vendor-take back loan payable of $3.5 million (with interest at 6%, a maturity in 2 years, and monthly installments of principal and interest payable over 25 years) and $500,000 in the form of securities of PSQ to be issued in conjunction with the Financing and closing of the Proposed QT;

    - The Clinic has been in operation since 2014, but its current owner has not sought to fully optimize its capacity, which UI intends to expand in future. UI also intends to assess if a portion of the unutilized, excess land can be redeveloped for potential sale;

    - An independent entity, Clear Sky Recovery Cancun SA de CV ("ClearSky"), has developed a proprietary treatment method which utilizes a natural substance, ibogaine, to detoxify and aid in withdrawal and recovery from addiction to a variety of drugs (the "ClearSky Protocol"). Since its formation in 2003, ClearSky has operated an addiction treatment centre in Cancun, Mexico, at which it has treated over 3,500 patients;

    - In March 2019, UI entered into a license agreement (the "ClearSky Agreement") to acquire the exclusive world-wide rights to utilize the ClearSky Protocol (subject to the rights of ClearSky to continue to utilize the ClearSky Protocol at its facility in Cancun);

    - The ClearSky Agreement requires UI to make final payments to ClearSky totalling USD 400,000 by the earlier of (i) completion by PSQ of the Proposed QT, and (ii) August 31, 2020. UI will have the option to convert USD 300,000 of this balance owing into UI common shares. In addition, UI will complete the terms of the ClearSky Agreement by issuing an expected total of up to 40,000,000 PSQ common shares to ClearSky concurrent with closing of PSQ's Proposed QT.

    - The UI common shares to be issued to the ClearSky principals will be held in escrow with 90% of the total to be released subject to the future achievement of various performance milestones, including primarily the completion of ibogaine clinical trials, and the future opening of addiction treatment clinics which are able to utilize the ClearSky Protocol.

    - UI also is in process of closing the acquisition of an island property in Belize that may be utilized for future resort development when an appropriate development plan, partner and financing is approved by UI;

    - Ibogaine is not yet recognized as a registered drug available for prescription in Canada or the USA. Ibogaine currently has limited legal recognition for possession and use, and is utilized primarily in countries such as Mexico, Brazil, South Africa, and Mauritius. UI is in process of preparing for a Clinical Trial Application ("CTA") request for submission to Health Canada, the regulatory body which licenses prescribed drugs in Canada. It is intended that the extensive evidence to date from ClearSky's patient treatments at the Cancun facility will be utilized in the CTA, which will be sponsored by UI.

PSQ's prior news release of November 1, 2019 noted that UI planned to open an initial addiction treatment clinic in the Czech Republic which would utilize ibogaine in its treatment process. Due to legal restrictions related to the possession and use of ibogaine, UI's current plans are now to instead focus on developing addiction treatment sites in Canada, including the Clinic Acquisition, which utilize traditional treatment protocols. UI plans to then, in future, introduce the use of the ClearSky Protocol, which utilizes ibogaine, pending results of the CTA process.

Planned Use of Proceeds of the Financing

PSQ and UI intend to use the proceeds of the Financing primarily to complete funding of (i) the Clinic Acquisition and (ii) the balance due under the ClearSky Agreement. In addition, UI intends to conduct research programs with the goal of expanding medical acceptance of the use of ibogaine for addiction treatment, and in fall 2020 plans to commence an application to undertake a CTA in Canada. If successful, the CTA process could lead to the potential initiation of Phase 2 clinical trials in 2021. UI intends to pursue various grant and funding programs which may be available to supplement funding of such trials.

Proposed use of Net Proceeds of the Financing

Minimum Financing

Maximum Financing

Proceeds of the Financing, net of Agent's 8% commission

$ 2,760,000

$ 4,600,000

Other expenses related to the Financing

(250,000)

(250,000)

Net proceeds

2,510,000

4,350,000

Closing of the Clinic Acquisition

950,000

950,000

Closing of ClearSky Agreement

100,000

100,000

CTA and other research initiatives

300,000

1,000,000

Marketing & business development

100,000

200,000

Funding of UI's existing liabilities

350,000

250,000

1,800,000

2,500,000

General working capital

710,000

1,850,000

Uses of net proceeds

$ 2,510,000

$ 4,350,000

Financial Information for PSQ and UI

Condensed summary financial information from the most recent audited year-end financial statements of UI (year ended July 31, 2019) and PSQ (year ended March 31, 2019) is as follows:

UI

PSQ

Assets:

Cash and other current assets

$ 311,416

$ 217,207

Equipment (net book value)

108,007

-

Intangible assets (net book value)

2,882,457

-

3,301,879

217,207

Liabilities and shareholders' equity:

Current liabilities

982,598

20,092

Shareholders' equity

2,319,281

197,115

3,301,879

217,207

Net loss for the year:

Revenues

-

-

General & administrative expenses

1,295,880

68,850

Business evaluation expenses

-

34,989

Loss on settlement of property agreement

674,889

-

Amortization of intangible assets and equipment

428,537

-

Interest and other expenses, net

29,191

-

Interest income

-

(5,730)

Net loss and comprehensive loss

$ 2,457,272

$ 98,109

Board of Directors of the Resulting Issuer

The intended Board of Directors of the Resulting Issuer is a group with a broad range of experience in capital markets, health care and related regulatory matters, and knowledge of the properties of and the expanding medical uses of ibogaine.

The Board of Directors will be comprised of the five current Directors of UI along with Shabir Premji, PSQ's current Chief Executive Officer and one other nominee of PSQ. The following persons are proposed to serve as the Directors of Clear Sky Recovery Solutions Inc. upon completion of the Proposed QT:

  • - Shayne Nyquvest, Chairman

    - Shabir Premji - Director

    - Ian Campbell, Director

    - Dr. Alberto Sola, Director and Chief Medical Officer

    - Robert Turner, Director

    - John-Peter Bradford, Director

Brief biographies of the Directors and key management follow:

Shayne Nyquvest - Chairman and Director

Shayne Nyquvest has extensive capital markets experience, and served as the former Executive Vice-President of investment banking firm Mackie Research Capital (where he worked from June 2015 to July 2018) and a was founding member of the Canaccord Genuity Group, where he worked as a Senior Investment Advisor from 1993 to 2013.

Mr. Nyquvest founded UI in early 2018, and can personally vouch for the transformational effects of ibogaine. His vision is to see this innovative, plant-based treatment adopted by the mainstream medical community as a solution to helping break the opioid epidemic.

Shabir Premji - Director

Mr. Premji has been PSQ's Executive Chairman since its formation as a CPC in 2017. He is also currently the President of Platform Energy Inc., a company that provides ?strategic advisory services to the energy sector in Canada. ?From September 2012 to February 2015, Mr. Premji was the Chief Financial Officer of Groundstar ?Resources Inc., an exploration and production company with assets in Canada, Egypt and Guyana. ?Prior thereto, from 2004 to October 2011 Mr. Premji was Founder and Executive Chairman of Alberta Oilsands Inc. ("AOS"), a TSXV listed public company. AOS discovered multi- million barrels of oil sands in the Athabasca fairway in Alberta and owned over 140 sections of oil sands leases. AOS also owned two blocks of oil exploration leases in Kenya that were merged with Africa Oil Inc. which discovered the first commercial reservoirs of oil in that country. Mr. Premji is a retired CPA, who received his accounting designation in England and subsequently in Alberta.

Ian Campbell - Director

Mr. Campbell is a hereditary chief of the Squamish Nation located in Vancouver, British Columbia. He has served as an elected member of council since 2005 and was appointed as a Political Spokesperson in 2008. Since 1999 he has been the Cultural Ambassador and Negotiator for the Inter-governmental Relations Department of the Squamish Nation, advancing Aboriginal rights and title, while invigorating substantive economic opportunities through negotiations, collaboration, and partnerships.

Dr. Alberto Sola Agullo - Director and Chief Medical Officer

Dr. Sola has led ClearSky's operations since 2004, as the Administrator and Medical Director. He has worked to develop the proprietary ibogaine addiction treatment protocol used at ClearSky's Cancun, Mexico facility. He has developed and led ClearSky's team of exceptional clinicians, scientists, psychologists, nurses, and support personnel, which to date has provided over 3,400 successful treatments without a critical incident. Dr. Sola graduated in 1991 from Universidad Anahuac, Mexico City and in 1995 graduated in Emergency Medicine training. From 1996 until 2007 he opened and directed four Amerimed emergency hospitals for tourists in Puerto Vallarta, Cancun, and Cabo San Lucas. Dr. Sola was an attending physician in the emergency room at the HGR #17 Instituto Mexicano del Seguro Social IMSS, a 400-bed teaching hospital, (part of the Mexico Social Security system) from April 2007 through May 2016.

He has an extensive career in serving the medical community in Mexico, and is a thought leader in entheogenic treatment and has the distinction of having treated more patients with ibogaine than any other person in the world.

Robert Turner - Director

Mr. Turner is the President of Robert Turner Consulting Inc. (since 2015) and has been a Principal with Western Management Consultants since that same time. In these roles, he serves as a Governance and Human Resources specialist, consulting within both the private and public sectors. His key focus is oversight of Board governance responsibilities

Mr. Turner held a number of CHRO positions in high technology, financial service and healthcare before joining Mercer Canada as a Partner (from 2011 to 2013), where he developed extensive knowledge and relationships within the health care sector. He was instrumental in Mercer's business development within health care - consulting to the CEOs and Board Chairs of some of the largest and leading hospitals in the CAHO (Council of Academic Hospitals of Ontario), the TAHSN (Toronto Academic Health Sciences Network) and the Ontario Hospital Association.

Robert has served on UI's Advisory Board since early 2018, bringing insight into Canadian public health care and its overseeing provincial ministries with strategies to work together to attack the opioid crisis. He also serves as a Director on the Board of EQRAZ, a private company first to market with Sharia compliant mortgages in Canada. Robert served on the Board of the Collingwood General and Marine Hospital, chairing its Human Resources & Finance Committee, and was a member of its Executive Committee. He also currently serves on the Board of the Toronto Ski Club as their Governance and Human Resources Chair.

Robert's education background includes an ICD.D certification from the Institute of Corporate Directors (Rotman School of Business), an MBA from the Ivey Business School and a BSc (Biochemistry) from the University of Toronto.

John-Peter Bradford - Director

John-Peter Bradford has served as CEO, Executive Chair, board member, strategic advisor, ?organisational doctor, deal maker and fundraiser in various industries: cannabis, ?telecommunications, green, resource, pet, financial. He has created businesses dedicated to ?creating jobs and investment opportunities for both economically entitled and the disadvantaged. ?

He coordinated the development of the Inuit land claim, the basis for the creation of Nunavut, ?Canada's newest territory; and, was principal advisor for infrastructure renewal at the Canadian ?House of Commons, Supreme Court of Canada, Canadian Commercial Corporation, Medical ?Research Council of Canada, Immigration Refugee Board, and others.?

John-Peter co-founded LSTN (Life-Saving Therapies Network), a non-profit, patient-led network ?focused on getting people with lethal diseases faster access to better treatments. It focuses on ?clinical trial protocols for personalized medicine and regulatory approval policy and processes in ?Canada and the US. ?

A Fellow of the Institute of Certified Management Consultants (Ontario), John-Peter has a B.A ??(Psychology), M.A. (Experimental Psychology), A.B.D. (Experimental Psychology/ ?Psychopharmacology), and a Ph.D. (Psychology and Community Services). He has been a ?psychopharmacological researcher, counsellor and medical policy thinker for over 50 years.?

Dr. Jeremy Weate - Chief Executive Officer

Dr. Jeremy Weate has over seventeen years strategic advisory experience, focused on minister-level guidance on natural resource governance across over 50 projects in over 30 countries in Europe, Africa, Central Asia and the South Pacific. Dr. Weate has a decade-long interest in iboga, which has seen him serve as Executive Director of the Global Ibogaine Therapy Alliance and as a director of Ibogaine For The World, a Canadian-registered non-profit. He has co-organised ibogaine conferences in Vienna, Porto and London, and is also executive producer of "The Ibogaine Stories", a documentary film currently in production showcasing the natural healing properties of ibogaine. In 2018, Jeremy helped set up Tabula Rasa Retreat in Portugal, now one of the leading global ibogaine treatment facilities.

Jeremy received his PhD in European Philosophy from the University of Warwick in 1998.

It is proposed that Mr. Weate will become the CEO of the Resulting Issuer.

Daniel Kenney - Corporate Secretary

Mr. Kenney has been a partner with the law firm of DLA Piper (Canada) LLP since September 2004, with a focus on business transactions and securities law. He has served as Corporate Secretary to PSQ since its formation as a CPC in 2017.

Sponsorship

Sponsorship of a QT of a CPC is required by the TSXV unless exempt in accordance with TSXV Policies. PSQ is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that PSQ will ultimately obtain this exemption. PSQ intends to include any additional information regarding sponsorship in a subsequent press release.

Further Information

All information contained in this news release with respect to PSQ and UI was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed QT is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, shareholder approval by a majority of the minority. There can be no assurance that the Proposed QT will be completed as proposed or at all.

PSQ will provide a subsequent news release at such future time as further information become available on the final details and status of the PSQ Bridge Financing, the terms of the Financing and other relevant developments.

Investors are cautioned that, except as disclosed in the Prospectus to be prepared in connection with the Financing and the related Proposed QT, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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 includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Proposed QT; the business plans of UI; the terms and conditions of the proposed Financing; the proposed Clinic Acquisition; the planned use of funds from the Financing; and the business and operations of the Resulting Issuer after the Proposed QT.

Words such as "will", "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions identify forward-looking statements. Such forward-looking statements reflect the current beliefs of management of PSQ and UI, based on information currently available to them.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and PSQ disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

For further information regarding the Proposed QT, please contact:

Shabir Premji, Executive Chairman & CEO Shayne Nyquvest, Chairman

P Squared Renewables Universal Ibogaine Inc.

Telephone: 403-870-1841 Telephone: 604-512-9541

Email: spremji@p2renewables.com

NOT FOR DISSEMINATION IN THE UNITED STATES
OR THROUGH U.S. NEWS WIRES