Mira X Acquisition Corp. has entered into a letter of intent dated June 15, 2020, with Field Trip Psychedelics Inc. to complete a going-public transaction in Canada for Field Trip.
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 will consist of no fewer than five 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 chief executive officer, 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 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. 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 7.5 cents (on a preconsolidation 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; and (ii) the holders of Field Trip shares (including those investors in the private placement) will receive one common share of the resulting issuer in exchange for each outstanding Field Trip common share (on a postconsolidation basis). 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 pursuant to the terms of a definitive agreement to be entered into by Mira X, Mira X Subco and Field Trip. 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 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 TSX-V.
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 TSX-V; 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 Sept. 15, 2020. There can, however, be no assurance that the proposed transaction will be completed as proposed or at all.
Mira X is a capital pool company governed by the policies of the TSX-V. The principal business of Mira X is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.
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