Calgary, Alberta--(Newsfile Corp. - October 11, 2019) - Global Investments Capital Corp. (TSXV: GLIN.P) ("Global" or the "Corporation"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), is pleased to announce it has entered into a letter of intent dated October 3, 2019 (the "LOI") with Clerisy Corporation ("Clerisy"), a private company incorporated under the laws of New York, whereby Clerisy and Global will complete an arrangement, amalgamation, share exchange, or similar transaction that will result in the reverse takeover of Global by Clerisy to form the resulting issuer (the "Resulting Issuer"), that will continue to operate the business of Clerisy (the "Transaction"), subject to the terms and conditions outlined below. Global intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.
Global completed its initial public offering in September, 2017. The common shares of Global (the "Global Shares") are listed for trading on the TSXV under the stock symbol "GLIN.P". Global has not commenced commercial operations and has no assets other than cash. Global was incorporated under the laws of the Province of Alberta.
Clerisy is a US medical delivery device and natural OTC products company focused on delivering its proprietary medicines internationally. Clerisy's NeuroNasal Strips are what it believes to be a world first, and are a patented, FDA approved Class 1 medication delivery device infused with compounds/medications/essential oils that have been scientifically studied and consumer tested. Clerisy anticipates that it shall commence marketing its range of natural health and wellness formulations, some of which contain CBD, in the first quarter of 2020.
Clerisy was formed as a corporation in New York in 2005, with offices in Rochester, New York and more recently its main office being in Irvine, California. Early development work in Rochester involved perfecting its Nasal Strip invention and its manufacturing process, establishing global patent protection, FDA related trials and consumer market testing. Clerisy was acquired by RxMM Health Limited of Australia in April of 2016 and its West Coast offices were established in Orange County, California. RxMM Health Limited, an Australian unlisted public company, is the controlling shareholder of Clerisy.
Since its acquisition in 2016, Clerisy has added new proprietary product lines and now has the potential, through its "Flagship" NeuroNasal Strip product range, to revolutionize delivery of OTC (and potentially in the future, Rx prescription) medications. Clerisy also intends to enter major new markets for Alzheimers Defense, Cosmetic Skin Treatment, Wound Healing and topical Pain Relief with all-natural over the counter products. Clerisy intends to participate in the expanding self-care market by providing products to consumers with the following attributes:
- FDA Approved, Globally Patented and Scientifically Tested Medical Delivery Devices
- Advanced Health & Wellness CBD Infused Products
- All-Natural Over the Counter (OTC) Wellness Solutions
- Rapid Onset Effectiveness
- Effective and Sustained Multi-hour Relief
The LOI was negotiated at arm's length and is effective as of October 3, 2019. Except as set out below, the terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be negotiated between the parties. The LOI contemplates that prior to the closing of the Transaction, Clerisy will complete a brokered private placement of common share in the capital of Clerisy ("Clerisy Common Shares") for gross proceeds of not less than $3 million (the "Concurrent Financing"). Further terms relating to the Concurrent Financing shall be disclosed in a future press release. Each of Global and Clerisy have made a binding agreement not to directly or indirectly solicit inquiries, submissions, proposals or offers regarding any form of competing acquisition proposal.
In addition, concurrent with the signing of the Definitive Agreement and subject to TSXV approval, Global has agreed to pay Clerisy a non-refundable deposit in the amount of $25,000 and to provide a loan to Clerisy in the amount of US$225,000 (the "Loan"), which funds shall be used by Clerisy as operating capital to move towards building inventory to commence sales in early 2020. Further terms relating to the Loan shall be disclosed in a future press release.
It is currently anticipated that, immediately prior to the completion of the Transaction, Global will effect a share consolidation (the "Consolidation") on the basis of one (1) post-consolidation Global Share ("Post Consolidation Global Share") for every three and one-third (3.333) pre-consolidation Global Shares. The Consolidation ratio is based on a deemed price per Global Share of US$0.30 and a deemed price per Clerisy Common Share of US$1.00. The deemed price per Clerisy Common Share was determined by reference to a proposed private placement of up to 600,000 Clerisy Common Shares at a price of US$1.00 per share, to be completed prior to the Transaction and the Concurrent Financing.
Pursuant to the Transaction, one (1) Post-Consolidation Global Share would be issued in exchange for each one (1) outstanding common share of Clerisy (the "Exchange Ratio"). As a result of the Transaction, any outstanding convertible securities of Clerisy will be adjusted accordingly or replacement securities issued in the Resulting Issuer.
It is anticipated that the Resulting Issuer will continue to operate the business of Clerisy under the name "Clerisy Corporation" or such other name as may be determined by Clerisy (the "Name Change").
There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the Concurrent Financing will be completed.
Upon completion of the Transaction, all directors and officers of Global (elected or appointed prior to the completion of the Transaction) shall resign and each of the directors and officers of the Resulting Issuer shall be nominees of Clerisy.
The Transaction does not constitute a Non-Arm's Length Qualifying Transaction, as defined by the policies of the TSXV. Accordingly, as the Transaction is an arm's length transaction, Global is not required to obtain shareholder approval for the Transaction. Subject to meeting TSXV requirements, the Resulting Issuer intends to list on the Exchange as a Tier 2 Life Sciences Issuer.
In accordance with the policies of the TSXV, Global Shares are currently halted from trading and will remain so until such time as the TSXV determines to resume trading of the Global Shares, which, depending on the policies of the TSXV, may not occur until completion of the Transaction.
Conditions to the Transaction
Completion of the Transaction will be subject to a number of conditions, including but not limited to, the negotiation and execution of the Definitive Agreement, each of Global and Clerisy being satisfied with the results of its due diligence review of the other party, completion of the Concurrent Financing, for gross proceeds of not less than US$3 million, acceptance of the Transaction by the TSXV, approval of certain matters by the holders of the Global Shares, including the Consolidation and the Name Change, receipt of all necessary board of directors, shareholder and regulatory approvals in respect of the Transaction, the preparation and filing of a filing statement (the "Filing Statement") outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV and completion of the Consolidation of the Global Shares.
Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Global intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Global from all or part of the TSXV's sponsorship requirements.
Global will provide further details in respect of the Transaction and the Concurrent Financing, including certain financial information and information related to the proposed directors and officers of the Resulting Issuer in due course by way of press release and in the Filing Statement to be filed in connection with the Transaction, which will be available under Global's SEDAR profile at www.sedar.com.
All information contained in this press release with respect to Global and Clerisy was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, 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 Transaction and has neither approved nor disapproved the contents of this press release.
For further information:
Global Investments Capital Corp.
Trevor Peters - Director, CFO and Corporate Secretary
Neither 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 press release.
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", "is expected" "anticipates", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations (including negative and grammatical 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 statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof and the ability of the parties to complete the Transaction; the business of Clerisy; the Concurrent Financing; the Consolidation of Global Shares; the Name Change; the Exchange Ratio; TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to 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 statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Global assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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 unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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