Universal Ibogaine Announces Revision to Terms of Offering of Convertible Debt Securities
Calgary, AB - TheNewswire - March 16, 2023 - Universal Ibogaine Inc. (TSXV:IBO) (“UI” or the “Company”), a life sciences company with a mission to deliver medicalized ibogaine-centered addiction care, advises that following preliminary approval by the TSX Venture Exchange (the “TSXV”), it has slightly modified the terms of its pending offering of convertible debt securities (the “Offering”, as was described in the Company’s prior News Release of February 6, 2023).
The Offering consists of up to $5 million of “Secured Guarantee Convertible Notes” (the “Notes”) which will bear 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 related thereto, will be subject to the required final approvals of the TSXV.
On any future conversion of all or a portion of the Notes, the Note holders will receive one “Unit” comprised of one UI common share and a one-half common share purchase warrant (a “Warrant”). The Notes will have a conversion price of $0.05 per common share (the TSXV minimum) in year 1 after Closing, $0.10 for year 2, and $0.15 for year 3, and each whole Warrant issued on a conversion will have an escalating annual exercise price which will be $0.05 if exercised in year 1 (after Closing), $0.13 if exercised in year 2, and $0.18 if exercised in year 3 after Closing.
The Notes will be subordinated to the Company’s existing mortgage on the Kelburn Recovery Centre and $626,500 of similar Notes which were recently issued by the Company in 2022 on closing of a prior private placement financing (see UI News Release of December 1, 2022). A General Security Agreement will be issued as part of the planned closing(s) of the Offering by UI’s BC based 100% owned subsidiary company (which in turn owns the Company’s Kelburn Recovery Centre addiction treatment clinic near Winnipeg and a 20 acre undeveloped land project in Belize, which has been listed for sale).
The proceeds from the Offering are intended to be used in completing the Company’s planned ibogaine based clinical trial application with Health Canada, including finalizing a supply agreement for ibogaine to be used in the eventual trials, and for general working capital purposes.
Nick Karos, UI CEO, noted “we are in process of finalizing discussions with several interested parties who are interested in our ultimate goal of having ibogaine medicalized and accepted for eventual wide-scale use in addiction treatments. Completion of this Offering will aid UI in advancing to its next stage of development.”
About Universal Ibogaine Inc.
UI is a life sciences company, with a mission to transform addiction treatment using medicalized ibogaine through a planned Canadian clinical trial focused on opioid use disorder, and ultimately to utilize that protocol globally through planned future licensing agreements. UI is concurrently developing a state of the art holistic addiction treatment protocol at its Kelburn Recovery Centre that, which when paired with the planned ibogaine detox protocol, is intended to revolutionize the way we treat addiction and drastically improve the lives of individuals and families affected by addiction.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking statements and information. Forward-looking information is frequently characterized by words such as "plans", “planned”, "expect", "project", "intends", “intended” "will", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur. The forward-looking statements and information are based on certain key expectations and assumptions made by UI. Although UI believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because UI can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which include, but are not limited to, risks that required regulatory approvals are not obtained. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by UI at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only to conditions as of the date hereof. UI does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
For further information:
Investor Relations: Dugan Selkirk, IR Manager