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UniLock Capital Corp. announces filing statement in connection with Small Pharma Ltd. qualifying transaction

April 23, 2021 – Vancouver, British Columbia – Unilock Capital Corp. (TSXV: UUU.P) (“Unilock” or the “Company”) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) for its previously announced Qualifying Transaction (as defined in TSXV Policy 2.4) (the “Transaction”) with Small Pharma Ltd (“Small Pharma”), a neuropharmaceutical company specialised in IP led development of novel treatments for mental health conditions. The Transaction will result in a reverse take-over of Unilock by the shareholders of Small Pharma.

Completion of the Transaction remains subject to the satisfaction of customary closing conditions. In accordance with TSXV requirements, Unilock has filed a filing statement dated April 23, 2021 (the “Filing Statement”) on Unilock’s SEDAR profile at www.sedar.com.

Closing of the Transaction is expected to occur on or about April 29, 2021. The Company will issue a further news release announcing the closing of the Transaction and the date on which trading in the common shares of the Company will resume on the TSXV. Trading will remain halted pending completion of the Transaction and the issuance of the final TSXV bulletin in respect of the Transaction.

About Small Pharma

Small Pharma was incorporated on February 4, 2015 in the United Kingdom pursuant to the provisions of the Companies Act 2006. Small Pharma’s head office is located at 6-8 Bonhill Street, London, United Kingdom.

Small Pharma is a neuropharmaceutical company specialised in IP led development of novel treatments for mental health conditions, in particular depression. Small Pharma initiated a clinical program into DMT assisted therapy in February 2021. This program includes a Phase I/IIa trial on their lead candidate alongside development of a robust pipeline of proprietary preclinical assets.

 

For further information please contact:

Small Pharma Ltd

Peter Rands

Chief Executive Officer

Email: ir@smallpharma.co.uk

Tel: +44 (0)2071 129118

 

About Unilock

Unilock is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents. The principal business of Unilock is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a qualifying transaction in accordance with the policies of the TSXV.

 

For further information please contact:

Unilock Capital Corp.

Sonny Chew Director

Email: schew@pacificparagon.com

Tel: (604) 689-2646

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the closing of the Transaction, potential listing on the TSXV, and Small Pharma’s success in launching a clinical program into DMT-assisted therapy. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that all applicable regulatory approvals for the Transaction will be received and the Transaction will be completed on the terms set forth in this press release, on acceptable terms or at all. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forwardlooking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: delay or failure to receive regulatory approvals; compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting Small Pharma’s business and results of operations; the impact of COVID19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Small Pharma makes no medical, treatment or health benefit claims about its proposed products. The Medicines and Healthcare products Regulatory Agency (“MHRA”) or other similar regulatory authorities have not evaluated claims regarding DMT-assisted therapies and other next generation psychoactive compounds. The efficacy of such therapies have not been confirmed by MHRA-approved research. There is no assurance that such DMT-assisted therapies and other psychoactive compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Any references to quality, consistency, efficacy and safety of potential therapies do not imply that Small Pharma verified such in clinical trials or that Small Pharma will complete such trials. If Small Pharma cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on Small Pharma’s performance and operations.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Unilock’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.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the approval of the TSXV, regulatory and third-party approvals and the satisfaction of other closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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 release.

About Small Pharma

We’re a mental health drug development company that’s accelerating the development of fast acting antidepressant treatments using DMT based therapies. We’re dedicated to making a difference.

With a focus on innovative approaches and committed to challenging the status quo, we’re targeting the root causes of depression and hoping to unlock the minds of millions.

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