Filament Health’s shareholders approved an amalgamation transaction that should see the Vancouver-based company list on the Neo Exchange later this week.
Full press release…
Vancouver, British Columbia, June 21, 2021 – Filament Health Corp. (formerly Filament Ventures Corp.) (“Filament” or the “Company”), today announced that further to its press release June 8, 2021, holders of the common shares of Filament (the “Shareholders”) approved the amalgamation (the “Amalgamation”) of Filament and 396 at an annual and special meeting (the “Meeting”) of Shareholders held on June 18, 2021. At the Meeting, votes were placed by Shareholders present in person or represented by proxy, collectively holding approximately 85% of Filament’s outstanding common shares. The required shareholder approval thresholds were met, with the Amalgamation being approved by 100% of the votes cast at the Meeting.
At the Meeting, Shareholders also, among other things, elected the directors of Filament, appointed the auditor of Filament (both before and after completion of the Amalgamation), and approval of approving an amendment to the articles of Filament to change the name of Filament to “Filament Health Corp”.
Filament expects that the Amalgamation will be completed on June 22, 2021 (the “Effective Date”) following the fulfilment of certain closing conditions customary in transactions of this nature and that the common shares of the resulting issuer following the completion of the Amalgamation (the “Resulting Issuer”), will be listed on the Neo Exchange Inc. (“Neo Exchange”) thereafter. The Company has received conditional listing approval from the Neo Exchange. Final approval for listing is subject to the Resulting Issuer fulfilling all of the Neo Exchange’s listing requirements.
“On the heels of positive IP developments and completing our first Good Manufacturing Practice (“GMP”) batch of pharmaceutical-grade natural psilocybin extracts, we decided to forego closing on a second tranche of our initially contemplated financing,” said Filament’s CEO, Benjamin Lightburn. “Filament is in active dialogue with the Canadian Intellectual Property Office and United States Patent and Trademark Office. Through these communications, we have a high degree of confidence in the innovation, novelty, utility and lack of prior art relating to Filament’s patent families.”
Further to Filament’s press release dated May 17, 2021, Filament is also pleased to announce the closing of the previously announced private placement at a price of $0.40 per subscription receipt (the “Subscription Receipts”) for aggregate gross proceeds of $1,842,000 (the “Brokered Private Placement”) and $0.40 per unit (the “Units”) for aggregate gross proceeds of $3,152,000 (the “Non-Brokered Private Placement” and collectively with the Brokered Private Placement, the “Private Placements”). The aggregate gross proceeds of the Private Placements was $5,000,000.
Each Subscription Receipt will be converted into one 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, Echelon Wealth Partners Inc. and Canaccord Genuity Corp. (together, the “Co-Lead Agents”) and Computershare Trust Company of Canada as subscription receipt agent.
Each Unit is 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. Each Warrant shall be exercisable to acquire one Common Share at an exercise price of $0.60 for a period of 24 months from the date the Escrow Release Conditions are satisfied.
In connection with the Brokered Private Placement, the Company has paid to the Co-Lead Agents an aggregate cash commission equal to six percent (reduced to three percent for certain subscribers on the Company’s President’s List) of the gross proceeds from the Brokered Private Placement and issued an aggregate of 250,200 non-transferable broker warrants (“Broker Warrants”), being equal to six percent (reduced to three percent for certain subscribers on the Company’s President’s List) of the number of Subscription Receipts sold. Each Broker Warrant is exercisable to acquire one Resulting Issuer common share at a price of CAD$0.40 expiring 24 months from the date on which the Resulting Issuer Shares are listed on a Canadian exchange.
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.
ABOUT FILAMENT HEALTH
Filament is an exclusively-natural psychedelic drug discovery and extraction technology 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 and commercialization, utilizing its intellectual property portfolio, in-house good manufacturing practices and a Health Canada psilocybin Dealer’s License. Filament is headquartered in Vancouver, British Columbia.
Anna Cordon, Director of Communications
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, the completion and terms and conditions of the Amalgamation, receipt of all approval to list of the common shares of the Resulting Issuer on the Neo Exchange and Filament’s planned use of proceeds. 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.