This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of Field Trip Health & Wellness Ltd. (the "Company").
GEORGE TOWN, Cayman Islands, Aug. 11, 2022 /CNW/ - On August 11, 2022, Reunion Neuroscience Inc. (formerly, Field Trip Health Ltd.) ("Reunion") and the Company completed Reunion's previously announced corporate restructuring transactions as contemplated under the Amended and Restated Arrangement Agreement dated May 18, 2022, which included, among other things, (i) each shareholder of Reunion receiving approximately 0.85983356 of a common share in the capital of the Company ("Share") for each common share held by such shareholder in the capital of Reunion, (ii) Reunion transferring to the Issuer its entire right and interest in and to Reunion's business of operating health centres for ketamine-enhanced psychotherapy, psychedelic-enhanced psychotherapy and psychedelic-integration psychotherapy (together with certain digital assets and intellectual property necessary to the conduct of such business) in consideration for the issuance of an aggregate of 50,055,011 Shares to Reunion (collectively, the "Spinout Transaction"). In connection with the Spinout Transaction, the Company completed a concurrent financing consisting of a non-brokered private placement offering of Shares and a "commercially reasonable efforts" brokered private placement subscription offering, each at a price per security of $0.50 (the "Concurrent Financing").
The Spinout Transaction closed pursuant to the terms of a plan of arrangement under the Canada Business Corporations Act, which was approved by the Ontario Superior Court of Justice (Commercial List) on June 29, 2022. Immediately prior to the completion of the Spinout Transaction and the Concurrent Financing, Oasis Investments II Master Fund Ltd. (the "Oasis II Fund") held no Shares. Pursuant to the Spinout Transaction, Reunion distributed an aggregate of 50,055,011 Shares to its existing shareholders in exchange for their common shares of Reunion, and of which the Oasis II Fund received an aggregate of 2,009,583 Shares. In connection with the Concurrent Financing, the Oasis II Fund subscribed for an aggregate of 15,944,220Shares at subscription price of $0.50 per Share for aggregate gross proceeds to the Company of $7,972,110. Immediately following the completion of the Spinout Transaction and the Concurrent Financing, the Oasis II Fund held an aggregate of 17,953,803Shares, representing approximately 19.99% of the issued and outstanding Shares.
The securities of the Company noted above were acquired for investment purposes and the Oasis II Fund and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
The Company is located at 30 Duncan Street, Suite 401, Toronto, Ontario, M5V 2C3. The Oasis II Fund is located at Ugland House, Grand Cayman KY1-1104, Cayman Islands. A copy of the early warning report to which this news release relates can be obtained by contacting the Oasis II Fund at +1 345 949 8066 or on the Company's SEDAR profile at www.sedar.com.
SOURCE Oasis Investments II Master Fund Ltd.
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