Not for Distribution to United States
Newswire Services or for Dissemination in the United States
CLARMIN EXPLORATIONS INC. (TSXV: CX.V) and CYBIN CORP.
(“CYBIN” or the “Company”), a life sciences company
focused on psychedelic pharmaceutical therapies, announce the
closing of a private placement offering by the Company (the
“Offering) of an aggregate of 60,000,000 subscription
receipts (the “Subscription Receipts”) at a price of
CDN$0.75 per Subscription Receipt for aggregate gross proceeds of
CDN$45 million.
Stifel GMP and Eight Capital (together, with Stifel GMP, the
“Co-Lead Agents”) served as co-lead agents on behalf of a
syndicate of agents, which included Canaccord Genuity Corp.,
Haywood Securities Inc. and Echelon Wealth Partners Inc. (together
with the Co-Lead Agents, the “Agents”).
“The strong interest we received from distinguished healthcare
investors enabled us to exceed our original capital-raising goals.
We appreciate the support of investors who share our vision and
commitment to developing alternative therapies,” said Doug
Drysdale, CYBIN’s Chief Executive Officer. “The potential of
psychedelic therapies to treat mental illness and addiction
disorders has never been more significant. With this investment, we
will continue to advance our robust pipeline of psychedelic-based
products through clinical development.”
Summary of the Offering
The Offering was completed in connection with a proposed arm’s
length business combination by way of a three-cornered amalgamation
(the “Transaction”) pursuant to the provisions of the
Business Corporations Act (Ontario) to be completed among CYBIN,
Clarmin Explorations Inc. (“Clarmin”) and a wholly-owned
subsidiary of Clarmin. The Transaction was previously announced by
Clarmin on June 29, 2020. Clarmin and CYBIN intend to apply to
delist the common shares in the capital of Clarmin from the TSX
Venture Exchange (the “TSXV”) and apply to the NEO Exchange
(the “NEO”) for the listing of the common shares in the
capital of the Resulting Issuer (as defined below) upon the
completion of the Transaction.
The gross proceeds of the Offering, less 50% of the Agents’ Fees
(as defined below) and certain expenses of the Agents, has been
deposited in escrow until the satisfaction of certain release
conditions, including that all conditions precedent to the
Transaction have been met (the “Release Conditions”). Upon
the satisfaction of the Release Conditions, each Subscription
Receipt will convert into one common share in the capital of CYBIN
(a “Cybin Share”) without payment of any additional
consideration or further action on the part of the holder thereof.
At the effective time of the Transaction, each Cybin Share will be
exchanged for one common share in the capital of the issuer (a
“Resulting Issuer Common Share”) resulting from the
Transaction (the “Resulting Issuer”) (on a post-Clarmin
consolidation basis).
In the event that the Release Conditions have not been satisfied
by February 16, 2021, or CYBIN advises the Co-Lead Agents or
announces to the public that it does not intend to satisfy the
Release Conditions or that the Transaction has been terminated, the
aggregate issue price of the Subscription Receipts shall be
returned to the applicable holders of the Subscription Receipts
(net of any applicable withholding taxes), and such Subscription
Receipts shall be automatically cancelled and be of no further
force and effect.
In connection with the Offering, a cash fee equal to 6% of the
aggregate gross proceeds of the Offering from non-U.S. resident
investors was payable to the Agents, except for certain orders on a
president’s list (the “President’s List”) pursuant to which
a cash fee of 1.5% was payable (the “Agents’ Cash Fee”). The
Agents also received Broker Warrants (“Broker Warrants”)
equal to 6.0% of the number of Subscription Receipts issued
pursuant to the Offering from non-U.S. resident investors, except
for orders on the President’s List pursuant to which no Broker
Warrants were issued. Upon and conditional on the satisfaction of
the Release Conditions, each Broker Warrant will be exercisable
into one common share of the Resulting Issuer (subject to customary
adjustments) for a period of 24 months following the date that the
Release Conditions are met at an exercise price of CDN$0.75,
subject to adjustment in certain customary circumstances. In
exchange for certain advisory services provided by the Agents to
the Company, the Agents also received an advisory fee of
CDN$591,299.91 (together with the Agents’ Cash Fee, the “Agents’
Fees”) and 16,000 warrants on the same terms as the Broker
Warrants. The Company has agreed to pay an additional cash fee of
CDN$1,180,000 and 2,590,000 warrants on the same terms as the
Broker Warrants to certain finders and other advisors of the
Company.
All Subscription Receipts issued in connection with the Offering
are subject to a statutory hold period in Canada. The Company
anticipates that following completion of the Transaction, the
Resulting Issuer Common Shares received upon the exchange of Cybin
Shares underlying the Subscription Receipts will not be subject to
a statutory hold period in Canada.
The Company will use the net proceeds from the Offering to
progress the Company’s psychedelic therapies and nutraceutical
products, as well as working capital and general corporate
purposes.
Updates Related to the Reverse-Takeover
On August 13, 2020, Clarmin held an annual and special meeting
of its shareholders (the “Shareholders”), pursuant to which
the Shareholders approved the following matters relating to the
Transaction: (i) the delisting of the common shares in the capital
of Clarmin from the TSXV; (ii) the disposition of its mining
assets; (iii) the new slate of directors to be appointed upon
completion of the Transaction; and (iv) a name change to “Cybin
Corporation”, to be effective upon the completion of the
Transaction.
About CYBIN
CYBIN is a life sciences company advancing psychedelic
pharmaceutical therapies, delivery mechanisms, novel compounds and
protocols as potential therapies for various psychiatric and
neurological conditions. CYBIN is developing technologies and
delivery systems aiming to improve bioavailability to achieve the
desired effects of psychedelics at low dosage levels. The new
delivery systems are expected to be studied through clinical trials
to confirm safety and efficacy.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute
“forward-looking statements.” Such forward looking statements
involve known and unknown risks, uncertainties and other factors
that may cause CYBIN’s actual results, performance or achievements,
or developments to differ materially from the anticipated results,
performance or achievements expressed or implied by such
forward-looking statements. Forward looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words “expects,” “plans,” “anticipates,”
“believes,” “intends,” “estimates,” “projects,” “potential” and
similar expressions, or that events or conditions “will,” “would,”
“may,” “could” or “should” occur.
Forward-looking statements in this document include, among
others, statements relating to expectations regarding the use of
proceeds of the Offering, the satisfaction of the Release
Conditions including the completion of the Transaction (including
all required approvals), the listing on the NEO, the business plans
of CYBIN or the Resulting Issuer and other statements that are not
historical facts. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors and risks include, among
others: (a) that there is no assurance that the parties hereto will
obtain all of the requisite director, shareholder and regulatory
approvals for the Transaction; (b) following completion of the
Transaction, the Resulting Issuer may require additional financing
from time to time in order to continue its operations which may not
be available when needed or on acceptable terms and conditions
acceptable; (c) compliance with extensive government regulation;
(d) domestic and foreign laws and regulations could adversely
affect the Resulting Issuer’s business and results of operations;
(e) the stock markets have experienced volatility that often has
been unrelated to the performance of companies and these
fluctuations may adversely affect the price of the Resulting
Issuer's securities, regardless of its operating performance; (f)
adverse changes in the public perception of psilocybin and
nutraceutical products; (g) decreases in the prevailing prices for
psilocybin and nutraceutical products in the markets that the
Resulting Issuer will operate in; and (h) the impact of
COVID-19.
CYBIN makes no medical, treatment or health benefit claims about
CYBIN’s proposed products. The U.S. Food and Drug Administration or
other similar regulatory authorities have not evaluated claims
regarding psilocybin or nutraceutical products. The efficacy of
such products have not been confirmed by FDA-approved research.
There is no assurance that the use of psilocybin or nutraceuticals
can diagnose, treat, cure or prevent any disease or condition.
Vigorous scientific research and clinical trials are needed. CYBIN
has not conducted clinical trials for the use of its proposed
products. Any references to quality, consistency, efficacy and
safety of potential products do not imply that Cybin verified such
in clinical trials or that CYBIN will complete such trials. If
CYBIN cannot obtain the approvals or research necessary to
commercialize its business, it may have a material adverse effect
on the CYBIN’s performance and operations.
The forward-looking information contained in this news release
represents the expectations of CYBIN as of the date of this news
release and, accordingly, is subject to change after such date.
Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. CYBIN undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United
States. CYBIN’s 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201019005638/en/
Investor Contacts: Tim Regan/Scott Eckstein KCSA
Strategic Communications CybinCorp@kcsa.com
Lisa M. Wilson In-Site Communications, Inc.
lwilson@insitecony.com
Media Liaisons: Sara Brittany Somerset Chief
Communications Officer, CYBIN sarabrittany@cybin.com
Annie Graf KCSA Strategic Communications agraf@kcsa.com
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