TORONTO, June 15, 2020 /CNW/ - Mira X Acquisition
Corp. ("Mira X") (TSXV: MIRA.P) is pleased to announce that
it has entered into a letter of intent dated June 15, 2020 with Field Trip Psychedelics Inc.
(www.fieldtriphealth.com) ("Field Trip") to complete a
going-public transaction in Canada
for Field Trip (the "Proposed Transaction").
Field Trip is redefining mental health and wellness with
ground-breaking work in psychedelics and psychedelic therapies.
Through its Field Trip Health centres that provide best-in-class
psychedelic-therapies opening across North America, and drug development and
advanced research on plant-based psychedelics through Field Trip
Discovery, the company's newly formed drug development division,
Field Trip helps people, from those in treatment to those seeking
accelerated personal growth, with a simple, evidence-based way to
heal and heighten engagement with the world.
If the Proposed Transaction is completed, it is anticipated that
the board of directors of the Resulting Issuer (the "New
Directors") will consist of no fewer than five (5) directors,
each of whom will be nominated by Field Trip. The executive
officers of the Resulting Issuer will be appointed by Field Trip
and are expected to include Field Trip's current CEO, Joseph del
Moral, Executive Chairman, Ronan
Levy, President of Field Trip Health, Hannan Fleiman,
President of Field Trip Natural Products Ltd., Mujeeb Jafferi, and Chief Clinical Officer, Dr.
Ryan Yermus. The New Directors will
be put forth and nominated at a meeting of Mira X's shareholders to
be held prior to the completion of the Proposed Transaction.
In conjunction with, and prior to the closing of the Proposed
Transaction, Field Trip intends to complete a brokered private
placement of common shares at a price of $2.00 per common share for gross proceeds of up
to $14.0 million, with an option to
be granted to the agents to increase the size of the private
placement by up to $1.0 million for
total gross proceeds of up to $15
million, co-led by Canaccord Genuity Corp. and Stifel
Nicolaus Canada Inc. (the "Private Placement"). Common
shares issued in the Private Placement will be exchanged for common
shares of the Resulting Issuer at the Exchange Ratio (as defined
herein) upon completion of the Proposed Transaction.
For the purposes of the Proposed Transaction, the deemed value
of each outstanding common share of Mira X will be $0.075 (on a pre-consolidation basis).
Pursuant to the Proposed Transaction it is currently intended that:
(i) the outstanding common shares of Mira X will be consolidated at
a consolidation ratio to be determined by the parties based on the
price per share of the Private Placement (the
"Consolidation"); and (ii) the holders of Field Trip shares
(including those investors in the Private Placement) will receive
one (1) common share of the Resulting Issuer in exchange for each
outstanding Field Trip common share (on a post-Consolidation basis)
(the "Exchange Ratio"). The outstanding options of Mira X
will be adjusted accordingly to reflect the Consolidation and
Exchange Ratio. Following the completion of the Proposed
Transaction, the securityholders of Field Trip (including those
investors under the Private Placement) will hold a significant
majority of the outstanding common shares of the Resulting
Issuer.
It is intended that the Proposed Transaction will proceed by way
of a "three-cornered" amalgamation of Field Trip with a
wholly-owned subsidiary of Mira X ("Mira X Subco") pursuant
to the terms of a definitive agreement to be entered into by Mira
X, Mira X Subco and Field Trip (the "Definitive Agreement").
For convenience, Mira X, as it will exist after completion of the
Proposed Transaction, is sometimes referred to herein as the
"Resulting Issuer".
Mira X intends that the Proposed Transaction will constitute its
"Qualifying Transaction" under Policy 2.4 - Capital Pool
Companies of the TSX Venture Exchange (the "TSXV"). The
Proposed Transaction will be an arm's length transaction.
A comprehensive press release with further particulars relating
to the Proposed Transaction and the Resulting Issuer will follow in
accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: completion of
satisfactory due diligence; execution of the Definitive Agreement;
receipt of regulatory approvals; acceptance of the Proposed
Transaction as Mira X's Qualifying Transaction by the TSXV; receipt
of approval for the listing of the common shares of the Resulting
Issuer; shareholders of Field Trip approving the Proposed
Transaction and such other matters necessary to complete the
Proposed Transaction; and shareholders of Mira X approving certain
matters ancillary to the Proposed Transaction, including the
appointment of the New Directors, subject to the completion of the
Proposed Transaction. Subject to the foregoing conditions, the
parties intend to enter into a definitive agreement by July 31, 2020 and complete the Proposed
Transaction by September 15,
2020. There can, however, be no assurance that the Proposed
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon.
Trading in securities of a capital pool company should be
considered highly speculative. Shares of Mira X are currently
halted from trading on the TSXV, and trading is not expected to
resume until closing of the Proposed Transaction.
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 press
release. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION
OF SECURITIES IN ANY STATE IN THE UNITED
STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE
UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
Notice on forward-looking statements:
This press release includes forward-looking information within
the meaning of Canadian securities laws regarding Mira X, Field
Trip and their respective businesses, which may include, but are
not limited to, statements with respect to the completion of the
Proposed Transaction, the terms on which the Proposed Transaction
is intended to be completed, the ability to obtain regulatory and
shareholder approvals and other factors. Often but not always,
forward-looking information can be identified by the use of words
such as "expect", "intends", "anticipated", "believes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would" or "will" be taken, occur or be achieved. Such
statements are based on the current expectations and views of
future events of the management of each entity, and are based on
assumptions and subject to risks and uncertainties. Although the
management of each entity believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
The forward-looking events and circumstances discussed in this
press release, including completion of the Proposed Transaction
(and the proposed terms upon which the Proposed Transaction is
proposed to be completed), may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding
the industry, market conditions, economic factors, management's
ability to manage and to operate the business of the Resulting
Issuer and the equity markets generally. Although Mira X and Field
Trip have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or
information. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
neither Mira X nor Field Trip undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Mira X is a capital pool company governed by the policies of the
TSXV. The principal business of Mira X is the identification and
evaluation of assets or businesses with a view to completing a
Qualifying Transaction.
SOURCE Mira X Acquisition Corp.