Unilock Capital Corp. announces proposed acquisition Small Pharma Ltd.
DECEMBER 2, 2020–VANCOUVER, BRITISH COLUMBIA–
Unilock Capital Corp. (“Unilock”) is pleased to announce that it has entered into a definitive agreement dated November 30, 2020 (the “Definitive Agreement”) with Small Pharma Ltd. (“Small Pharma”)and certain shareholders of Small Pharma pursuant to which Unilock has agreed to acquire all of the issued and outstanding ordinary shares in the capital of Small Pharma (the “Small Pharma Shares”) upon the terms and conditions set out in the Definitive Agreement(the “Proposed Transaction”). The Proposed Transactions expected to constitute Unilock’s “qualifying transaction” pursuant to the policies of the TSX Venture Exchange (the “TSXV” or the “Exchange”) THE QUALIFYING TRANSACTION
Pursuant to the Definitive Agreement, Unilock has agreed to acquire all of the issued and outstanding Small Pharma Shares by way of a scheme of arrangement or share exchange in accordance with the laws of England and Wales, being the corporate jurisdiction of Small Pharma. The final acquisition structure will be determined by the parties to accommodate efficiencies for various legal structures, tax and accounting treatment, and securities regulation. The Proposed Transaction will constitute a reverse take-over of Unilock by Small Pharma.
As consideration for the acquisition of all of the outstanding Small Pharma. Shares, the holders of the issued and outstanding Small PharmaShares will receive common shares of Unilock (the “Unilock Common Shares”) at an exchange ratio as set out in the Definitive Agreement (the “Exchange Ratio”)which is based on (i) the deemed price of the Unilock Common Shares of either CDN$0.17 or CDN$0.21, depending on the pre-money valuation of Small Pharma for the Small Pharma Private Placement(as defined below); and (ii) the price ascribed to the Small Pharma Shares pursuant to the Small Pharma Private Placement (as defined below).
The current issued and outstanding share capital of Unilock consists of 6,000,000 Unilock Common Shares and options to purchase an additional 600,000 Unilock Common Shares, for a fully-diluted share capital of 6,600,000 Unilock Common Shares. There are currently 2,286,215 SmallPharma Shares issued and outstanding, options to purchase an additional 151,876 Small Pharma Shares and certain convertible notes. It is anticipated that shareholders of Small Pharma will own approximately 98% of the outstanding unlock Common Shares at the closing of the Proposed Transaction, based on current parameters of the Small Pharma Private Placement (as defined below) envisioned by Small Pharma.
On or immediately prior to the closing of the Proposed Transaction, Unilockmay consolidates its outstanding share capital at a ratio as may be accepted by the relevant regulatory authorities and approved by Unilock and Small Pharma.
Upon completion of the Proposed Transaction, it is the intention of the parties that Unilock will be renamed “Small Pharma Inc.”or such other name as may be determined by the parties and accepted by applicable regulatory authorities (the “Resulting Issuer”). Unilock and Small Pharma will provide further details in respect of the Proposed Transaction in due course by way of press release.
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 is preparing to launch a aclinical program into DMT-assisted therapy in Q1 2021. This program includes a Phase I/IIa trial on their lead candidate alongside development of a robust pipeline of proprietary preclinical assets.
SMALL PHARMA PRIVATE PLACEMENT
Small Pharma is currently in discussions with agents to lead a private placement to be completed in conjunction with the Proposed Transaction, (the “Small PharmaPrivate Placement”). The terms of the Small Pharma Private Placement will be announced after the execution of the engagement letter with the agent(s).
DIRECTORS AND OFFICERS OF THE RESULTING ISSUER
On completion of the Proposed Transaction, the current directors and officers of Unilock will resign and it is currently expected that the proposed officers of the Resulting Issuer will include Peter Rands (Chief Executive Officer), Marie Layzell(Chief Operating Officer), Carol Routledge (Chief Medical and Scientific Officer) and Richard Kimel (Corporate Secretary). Further information concerning the proposed directors and officers of the Resulting Issuer will be contained in a subsequent news release.
SIGNIFICANT CONDITIONS TO CLOSING
The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence reviews, negotiation, and execution of definitive transaction documentation, approval by both boards of directors, approval of Small Pharma shareholders, approval of Unilock shareholders, obtaining necessary third party approvals, TSXV acceptance and the completion of the Small Pharma Private Placement. There can be no assurance that the Proposed Transaction or the Small Pharma Private Placement will be completed as proposed or at all.
ARM’S LENGTH QUALIFYING TRANSACTION
The Proposed Transaction will not constitute a non-arm’s length qualifying transaction or a related party transaction pursuant to the policies of the TSXV.
ABOUT UNILOCK CAPITAL CORP.
Unilockis a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The principal business of Unilockis 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 more information, please contact:
Sonny Chew Director
Tel: (604) 689-2646S
SMALL PHARMA LTD.
Peter Rands Chief Executive Officer
Tel: +44 (0)7812 121944
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 Unilock’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 completion of the Proposed Transaction (including all required approvals), the Small Pharma Private Placement, the business plans of 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 the requisite director, shareholder and regulatory approvals for the Proposed Transaction; (b) there is no assurance that the Small Pharma Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Small Pharma Private Placement; (c) following completion of the Proposed 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; (d) compliance with extensive government regulation; (e) domestic and foreign laws and regulations could adversely affect the Resulting Issuer’s business and results of operations; (f) 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; (g) adverse changes in the public perception of tryptamine-based treatments and psychedelic-based therapies;and (h) the impact of COVID-19.
The forward-looking information contained in this news release represents the expectations of Unilock 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. Unilock 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. 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. The Unilock Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Unilock is a reporting issuer in Alberta and British Columbia. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.