February 8th, 2021
GHP Noetic Science-Psychedelic Pharma Inc. (TSXV:PSYF.P) (“GHP“), a capital pool company, and Diamond Therapeutics Inc. (“Diamond“), a psychedelic drug development company focused on low-dose therapies for mental health, are pleased to announce the signing of a letter of intent dated effective February 2, 2021 (the “LOI“). The LOI sets out the general terms and conditions pursuant to which GHP has agreed to acquire all of the issued and outstanding securities of Diamond in exchange for securities of GHP (the “Transaction“).
The Transaction will result in a reverse take-over of GHP by Diamond and will constitute GHP’s “Qualifying Transaction” as defined in the policies of the TSX Venture Exchange (the “Exchange“). GHP and Diamond are at arm’s length and the Transaction will not be a non-arm’s length transaction under the policies of the Exchange. On closing of the Transaction (the “Closing“), it is expected that the Resulting Issuer (as defined below), will be listed as a Tier 2 Industrial Issuer on the Exchange, and its business will be that of Diamond.
GHP is a Capital Pool Company (as defined in the policies of the Exchange) led by Michael Franks and Sa’ad Shah of Grey House Partners GP Inc. Its principal business activity is to identify and evaluate opportunities to acquire assets or business. Incorporated under the laws of the Province of Ontario, GHP is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. Its common shares (each, a “GHP Share“) are listed for trading on the Exchange under the symbol PSYF.P.
About Diamond Therapeutics
Incorporated in 2018, Diamond is a private, Toronto-based company with a mission to develop new and better drugs for mental health conditions by unlocking the promise of psychedelic compounds. Diamond is focused on developing and commercializing sub-perceptual, non-hallucinogenic treatments that hold potential for use across a broad patient cohort, with the goal of maximizing the positive impact better drugs can have on the global mental health crisis.
Terms of the Transaction
The Transaction is expected to proceed by way of a three-cornered amalgamation, pursuant to which Diamond will merge with a wholly-owned subsidiary of GHP formed for the purposes of completing the Transaction, following which GHP (following the Closing, the “Resulting Issuer“) will change its name to “Diamond Therapeutics Inc.” or such other name as may be determined by GHP and Diamond (the “Name Change“), and continue the business of Diamond. The final structure of the Transaction will be determined after the parties have considered applicable tax, securities and accounting matters. The Transaction will be subject to, among other things, the execution of a definitive agreement (the “Definitive Agreement“) to be negotiated by the parties.
Prior to the Closing, it is expected that the issued and outstanding GHP Shares will be consolidated (the “Consolidation“) on the basis of one post-Consolidation GHP Share for each 2.2727 pre-Consolidation GHP Shares (or such other ratio as may be determined by the parties).
As contemplated in the LOI, at the Closing, GHP will issue approximately 88.96 million GHP Shares to the holders of Diamond common shares, on the basis of 4.2221 post-Consolidation GHP Shares (or such other number as may be determined by the parties) for each outstanding common share of Diamond (the “Exchange Ratio“), on a pro rata basis.
All Diamond stock options outstanding immediately prior to the Closing will be exchanged for GHP stock options, or become exercisable into GHP Shares in accordance with their terms, as adjusted by the Exchange Ratio, with the same vesting and expiry dates.
All Diamond warrants outstanding immediately prior to the Closing will be exchanged for GHP warrants, or become exercisable into GHP Shares in accordance with their terms, as adjusted by the Exchange Ratio, with the same vesting and expiry dates.
Completion of the Transaction will be subject to various conditions, including: the parties entering into the Definitive Agreement; the parties obtaining all required directors’ shareholders’, regulatory and third-party consents for the Transaction, including the conditional approval of the Exchange; completion of the Private Placement (as defined below); completion of the Consolidation; and compliance with applicable listing requirements of the Exchange. No finder’s fees are expected to be paid in connection with the Transaction.
Prior to the Closing, GHP will call a meeting of its shareholders for the purpose of approving, among other things: the Name Change; the Consolidation; the election of new directors as determined by the parties; and, if required, an increase in the number of directors of GHP.
While GHP and Diamond, and their respective insiders, are at arm’s length, Noetic Psychedelic Fund LP (“Noetic Fund“), a widely-held limited partnership, and GHP Diamond SPV LP, a single purpose entity, hold an aggregate of 8.5% of the outstanding common shares of Diamond. Grey House Partners GP Inc., a company controlled by certain directors and officers of GHP, is the general partner of Noetic Fund.
Proposed Private Placement
Prior to the Closing, GHP or Diamond is expected to undertake a private placement of subscription receipts to raise minimum gross proceeds of $2,000,000 (the “Private Placement“), on terms to be determined.
None of the securities to be issued in connection with the Transaction or the Private Placement have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.
Management and Directors of the Resulting Issuer
It is anticipated that, at the Closing, all current officers and directors of GHP will resign and be replaced by nominees of Diamond, which are expected to include:
Judith Blumstock – Chief Executive Officer and Director
One of Canada’s top health science executives, Ms. Blumstock has over 25 years of venture capital and private equity experience, spanning early to late-stage investments in life sciences and biotechnology. She spent more than ten years as the Executive Director of Corporate Development at Toronto Innovation Acceleration Partners (TIAP), formerly known as MaRS Innovation Inc. Before this, Ms. Blumstock was a principal with Genesys Capital Management Inc., one of the largest Canadian-based venture-capital firms focused exclusively on the life sciences industry.
William Hilson – Executive Chair
Mr. Hilson brings over two decades of operational and capital markets experience in the pharmaceutical and health care sectors. He was the founding Chief Financial Officer and, subsequently, Chief Commercial Officer of Cronos Group Inc. (CRON). Prior to Cronos, Mr. Hilson spent over 15 years in executive roles with multinational pharmaceutical companies, serving as Chief Financial Officer at both Serono Canada Inc. and EMD Serono Inc ., a division of Merck KGaA.
Richard Boadway – Lead Independent Director
Mr. Broadway brings expertise in strategy and corporate governance drawn from his 40-year career, including his most recent role as Chief Executive Officer of Longitude Licensing Limited, a private equity-backed patent assertion entity specializing in the global licensing of significant patent portfolios.
Peter Pekos – Director
A veteran of the pharmaceutical services industry, Mr. Pekos founded Dalton Pharma Services in Toronto in 1986 and has managed all phases of its 30-years of growth.
The Transaction will be subject to the sponsorship requirements of the Exchange unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. GHP intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.
Trading in GHP Shares
Trading in GHP Shares on the Exchange has been halted in compliance with the policies of the Exchange in connection with the announcement of the proposed Transaction, and is expected to remain halted pending the review of the proposed Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is not expected that trading in the GHP Shares will resume prior to the Closing.
A summary of significant financial information with respect to Diamond, as well as further details about the proposed Transaction, the Private Placement, and the expected directors, officers and other insiders of the Resulting Issuer following the Closing, will be included in a subsequent news release.
Further details about the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released with respect to the Transaction may not be accurate or complete and should not be relied upon.
All information in this news release concerning GHP and Diamond, as applicable, was supplied by management of such party and has not been independently verified by the other party.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and, if applicable, disinterested shareholder approval. 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 filing 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 GHP should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
Michael Franks, GHP
Email: [email protected]
Rebecca Brown, Diamond Therapeutics
Email: [email protected]
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 Statements Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact that can be identified by phrases such as “expects”, “anticipates”, “intends”, “aims”, “plans” and “believes”, and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the proposed terms of the Transaction and the Private Placement; the expected directors and officers of the Resulting Issuer; and the business of Diamond. 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 board, shareholder or regulatory approvals; the risk that the Exchange may not approve the Transaction; that factors may occur which impede Diamond’s future business plans; the results of continued development, marketing and sales; and other factors beyond the control of GHP and Diamond. 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. Accordingly, readers should not place undue reliance on forward-looking statements. GHP disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE: GHP Noetic Science Psychedelic Pharma Inc.
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