Leo Acquisitions Enters into Binding Letter of Intent for Qualifying Transaction with PsyBio Therapeutics
October 05 2020 - 4:21PM
Leo Acquisitions Corp. (TSXV: LEQ.H) (“
Leo” or the
“
Company”) and PsyBio Therapeutics, Inc.
(“
PsyBio”) are pleased to announce that they have
entered into a binding letter of intent dated October 5, 2020,
pursuant to which Leo and PsyBio intend to complete a business
combination or other similarly structured transaction which will
constitute a reverse take-over of Leo (the
“
Transaction”). It is intended that the
Transaction will be an arm’s length “Qualifying Transaction” for
Leo, as such term is defined in Policy 2.4 of the Corporate Finance
Manual of the TSX Venture Exchange (the “
TSXV”).
About PsyBio
Therapeutics
PsyBio is a US-based biotechnology company
developing a new class of drugs intended for the treatment of
mental health challenges and other disorders. In collaboration with
Miami University based in Oxford, Ohio, PsyBio has retained the
global exclusive rights to a proprietary platform technology that
biologically synthesizes psilocybin and other targeted next
generation psychoactive compounds that are produced naturally in
fungi and plants (the “PsyBio IP”). Management of
PsyBio expects that the PsyBio IP will enable the rapid generation
of these highly stable psychoactive compounds cheaper, faster and
greener than other published methods.
About Leo
Acquisitions
Leo was incorporated under the Business
Corporations Act (Ontario) on October 28, 2009 and is a Capital
Pool Company (as defined in the policies of the TSXV) listed on the
NEX board of the TSXV. Leo has no commercial operations and no
assets other than cash.
The Transaction
There are no relationships between any non-arm’s
length party of Leo and PsyBio or its assets and the Transaction
will be an arm’s length transaction. A comprehensive news release
will be issued by Leo and PsyBio setting out the terms of the
Transaction, which shall include information about Leo upon closing
of the Transaction and the proposed financing of PsyBio in
connection with the Transaction (the “Concurrent
Financing”).
Cautionary Note Regarding Forward
Looking Information
This press release contains statements that
constitute “forward-looking information” (“forward-looking
information”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking information and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that discusses predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain
actions, events or results “may” or “could”, “would”, “might” or
“will” be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking information. In
disclosing the forward-looking information contained in this press
release, the Company has made certain assumptions, including that:
the Concurrent Financing will be completed on acceptable terms or
at all; all applicable shareholder, and regulatory approvals for
the Transaction will be received; and the safety and efficacy of
the PsyBio IP and that it will be cheaper, faster and greener than
other published methods. Although the Company believes that the
expectations reflected in such forward-looking information are
reasonable, it can give no assurance that the expectations of any
forward-looking information will prove to be correct. 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 information. Such
factors include, but are not limited to: availability of financing;
delay or failure to receive board, shareholder or regulatory
approvals; and general business, economic, competitive, political
and social uncertainties. Accordingly, readers should not place
undue reliance on the forward-looking information contained in this
press release. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any
forward-looking information to reflect actual results, whether as a
result of new information, future events, changes in assumptions,
changes in factors affecting such forward-looking information or
otherwise.
For further information
contact:
Gerry GoldbergCEO, Leo Acquisitions Corp.e:
gerrygoldbergcpa@gmail.com
Evan LevineCEO, PsyBio Therapeutics, Inc. p: 650-305-0553e:
evan@psybiolife.com
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities
have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
All information provided in this press release
relating to PsyBio has been provided by management of PsyBio and
has not been independently verified by management of the Company.
As the date of this press release, the Company has not entered into
a definitive agreement with PsyBio with respect to the Transaction
(the “Definitive Agreement”), and readers are
cautioned that there can be no assurances that a Definitive
Agreement will be executed.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and, if applicable pursuant to TSXV requirements, majority of the
minority 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 a capital pool company 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 press release. Neither the TSXV nor its
Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release.
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