Vancouver, British Columbia, May 17, 2021 – Filament Ventures Corp. (“Filament” or the “Company”), an exclusively-natural psychedelic drug discovery and extraction company, is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc. and Canaccord Genuity Corp. (together, the “Co-Lead Agents”) to sell, by way of a private placement on a best efforts basis, up to that number of subscription receipts of the Company (the “Subscription Receipts”) at a price of C$0.40 – C$0.50 per Subscription Receipt (the “Issue Price”) to raise aggregate gross proceeds of up to C$10,000,000 (the “Offering”).
Each Subscription Receipt will be converted into one unit of the Company (a “Unit”) upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions”). The Escrow Release Conditions shall be in a customary form and substance commensurate with industry norms and pursuant to the terms of a subscription receipt agreement to be entered into between the Company, Co-Lead Agents and Canadian trust company as subscription receipt agent.
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”), pursuant to the Amalgamation (as described below). Each Warrant shall be exercisable to acquire one Common Share at an exercise price that is 50% greater than the Issue Price for a period of 24 months from the date the Escrow Release Conditions are satisfied.
The Company has entered into a letter of intent with 1287396 BC Ltd. (the “Shell”) to complete a proposed amalgamation (the “Amalgamation”) between the Company and the Shell in conjunction with the Offering. The closing of the Offering is subject to, among other customary conditions, the Company entering into a definitive agreement with the Shell with respect to the Amalgamation.
The common shares of the issuer resulting (the “Resulting Issuer Shares”) from the Amalgamation, which will be named Filament Health Corp., are expected to be listed on the NEO Exchange (the “Exchange”). The Company submitted its initial listing application to the Exchange on April 23, 2021 and has reserved the ticker symbol “FH” in connection therewith.
The net proceeds of the Offering will be used for clinical trials, research and development, intellectual property initiatives, working capital and other general corporate purposes.
The Co-Lead Agents have been granted an option, exercisable at any time prior to 48 hours before closing of the Offering, to purchase up to an additional 15% of the number of Subscription Receipts sold pursuant to the Offering. The Company has agreed to pay the Co-Lead Agents (i) a cash commission equal to 6.0% of the gross proceeds of the Offering; and (ii) warrants exercisable for a period of 24 months from the date the Resulting Issuer Shares are listed on the Exchange to acquire that number of Resulting Issuer Shares equal to 6.0% of the number of Subscription Receipts sold pursuant to the Offering at an exercise price equal to the Issue Price (subject to adjustment in connection with the definitive terms of the Amalgamation).
ABOUT FILAMENT HEALTH
Filament is an exclusively-natural psychedelic drug discovery and extraction company. Its mission is to see safe, approved, natural psychedelics in the hands of everyone who needs them as soon as possible. Filament believes measurable and efficacious medicines will be a catalyst to addressing many of the world’s mental health problems and that natural psychedelics provide an optimal option for widespread adoption of these substances. Filament engages in natural extraction technology commercialization, utilizing its intellectual property portfolio, and its wholly owned subsidiary Psilo Scientific’s in-house GMP facility and Health Canada Dealer’s License for all natural psychedelics. Filament is headquartered in Vancouver, British Columbia.
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The proposed terms and conditions relating to the Offering and summarized herein are provided for discussion purposes only and do not constitute an offer, agreement or commitment by the Company to issue or sell any securities.
FORWARD LOOKING INFORMATION
Certain statements and information contained herein may constitute “forward-looking statements” and “forward-looking information,” respectively, under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information. The forward-looking statements are not historical facts, but reflect the current expectations of management of Filament regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this press release may include, but are not limited to, information concerning the completion of the Offering and Amalgamation; the approval of the Exchange; the number and Issuer Price of Subscription Receipts to be sold by Filament and the expected use of proceeds from the Offering. Forward-looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Filament to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. 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 and forward-looking information. Filament will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.