IBO:CC - Universal Ibogaine Announces Revision to Terms of Offering of Convertible Debt Securities
(TheNewswire)
Calgary, AB - TheNewswire - March 16, 2023 - Universal Ibogaine Inc. ( TSXV:IBO ) (“ UI ” or the“ Company ”), a life sciences company with a mission to delivermedicalized ibogaine-centered addiction care, advises that followingpreliminary approval by the TSX VentureExchange (the “TSXV”), it has slightlymodified the terms of its pending offering of convertible debtsecurities (the “ Offering ”, as was described in theCompany’s prior News Release of February 6, 2023).
The Offering consists of up to $5 million of “SecuredGuarantee Convertible Notes” (the “ Notes ”) which willbear interest at 8% (payable quarterly) and have a maturity of 3 years from the Closing of the Offering. Closing of the Offering, and the payment of any finders fees relatedthereto, will be subject to the required final approvals of the TSXV.
On any future conversion of all or a portion of theNotes, the Note holders will receive one “ Unit ” comprised ofone UI common share and a one-half common share purchase warrant (a“ Warrant ”). The Notes will have a conversion price of $0.05 percommon share (the TSXV minimum) in year 1 after Closing, $0.10 foryear 2, and $0.15 for year 3, and each whole Warrant issued on aconversion will have an escalating annual exercise price which will be$0.05 if exercised in year 1 (after Closing), $0.13 if exercised inyear 2, and $0.18 if exercised in year 3 after Closing.
The Notes will be subordinated to the Company’sexisting mortgage on the Kelburn Recovery Centre and $626,500 ofsimilar Notes which were recently issued by the Company in 2022 onclosing of a prior private placement financing (see UI News Release ofDecember 1, 2022). A General Security Agreement will be issued aspart of the planned closing(s) of the Offering by UI’s BC based 100%owned subsidiary company (which in turn owns the Company’s KelburnRecovery Centre addiction treatment clinic near Winnipeg and a 20 acreundeveloped land project in Belize, which has been listed for sale).
The proceeds from the Offering are intended to be usedin completing the Company’s planned ibogaine based clinical trialapplication with Health Canada, including finalizing a supplyagreement for ibogaine to be used in the eventual trials, and forgeneral working capital purposes.
Nick Karos, UI CEO, noted “we are in process offinalizing discussions with several interested parties who areinterested in our ultimate goal of having ibogaine medicalized andaccepted for eventual wide-scale use in addiction treatments. Completion of this Offering will aid UI in advancing to its nextstage of development.”
About UniversalIbogaine Inc.
UI is a life sciences company, with a mission totransform addiction treatment using medicalized ibogaine through aplanned Canadian clinical trial focused on opioid use disorder, andultimately to utilize that protocol globally through planned futurelicensing agreements. UIis concurrently developing a state of the art holistic addictiontreatment protocol at its Kelburn Recovery Centre that, which whenpaired with the planned ibogaine detox protocol, is intended torevolutionize the way we treat addiction and drastically improve thelives of individuals and families affected byaddiction.
NEITHER THE TSXVENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM ISDEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTSRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THISRELEASE.
CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS
?This news release may containforward-looking statements and information. Forward-lookinginformation is frequently characterized by words such ?as"plans", “planned”, "expect","project", "intends", “intended”"will", "believe", "anticipate","estimate", "scheduled",??"potential", or other similar words, or statementsthat certain events orconditions "may", "should" or??"could" occur. The forward-looking statements andinformation are based on certain key expectations ?and assumptionsmade by UI. Although UI believes that the expectations andassumptions on which the forward-?looking statements are based arereasonable, undue reliance should not be placed on theforward-?looking statements because UI can give no assurance thatthey will prove to be correct.
Since ?forward-looking statementsaddress future events and conditions, by their very nature theyinvolve ?inherent risks and uncertainties. Actual results coulddiffer materially from those currently anticipated ?due to a numberof factors and risks, which include, but are not limited to, risksthat required ?regulatory approvals are not obtained. The reader iscautioned that assumptions used in the ?preparation of suchinformation, although considered reasonable by UI at the time of?preparation, may prove to be incorrect and readers are cautionednot to place undue reliance on ?forward-looking information, whichspeaks only to conditions as of the date hereof. UI does not?undertake any obligation to release publicly any revisions toforward-looking information contained ?herein to reflect events orcircumstances that occur after the date hereof or to reflect theoccurrence ?of unanticipated events, except as may be required underapplicable securities laws. ?
For furtherinformation:
InvestorRelations: Dugan Selkirk,IR Manager
dugan.selkirk@universalibogaine.com
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