Mydecine Provides Update on Spin-Out of U.S. Cannabis Assets
Mydecine Innovations Group (NEO: MYCO)(OTCMKTS: MYCOF), an emerging biopharma and life sciences company committed to the research, development, and acceptance of alternative nature-sourced medicine for mainstream use, today provided an update on its strategic reorganization (the “Spin-Out”) pursuant to which the Company intends to spin off its U.S. cannabis assets and its interests in U.S. cannabis projects1 into a newly incorporated subsidiary (“SpinCo”) in order to spin off its holdings of common shares in SpinCo to its existing shareholders. The Company expects to receive the interim order from the Supreme Court of British Columbia on or about June 7, 2021. Then, subject to approval of the shareholders, the Spin-Out is anticipated to close on or about the week of July 12, 2021.
The purpose of the Spin-Out will be, among other things, to permit the Company to comply with NASDAQ Listing Qualification requirements and comparable London Stock Exchange requirements regarding cannabis assets as the Company continues its listing review process with NASDAQ. Management believes that holding the U.S. cannabis assets and cannabis projects in a separate public company removes an unintended obstacle to its planned NASDAQ and London Stock Exchange listings and the expected benefits that such listings will provide the Company and its shareholders. Additionally, the Company plans to leverage and monetize the Company’s U.S. cannabis assets and cannabis projects and commercial relationships in the sector by spinning out the Company’s U.S. cannabis assets and cannabis projects into SpinCo.
It is proposed that the Spin-Out will be carried out by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia). Under the terms of the Spin-Out, shareholders of the Company will receive common shares of SpinCo on a pro rata basis based on the number of common shares of the Company held. The number of common shares of SpinCo to be issued to each shareholder of the Company under the Spin-Out has not yet been determined. There will be no change in shareholders’ holdings in the Company as a result of the Spin-Out.
The proposed Spin-Out will be subject to approval of shareholders of the Company, which the Company intends to seek at its next annual general and special meetings of shareholders (the “Shareholders’ Meeting”). The date for the Shareholders’ Meeting has not yet been determined. The Spin-Out also requires the approval of the British Columbia Supreme Court
Following the completion of the Spin-Out, SpinCo intends to make an application to list the SpinCo common shares on either the Canadian Securities Exchange or the NEO Exchange, but no assurance can be provided that such a listing will be obtained in a timely manner or at all. Any such listing will be subject to SpinCo fulfilling all the requirements of the applicable stock exchange.
Further details in respect of the Spin-Out, including the date for the Shareholders’ Meeting and the number of SpinCo common shares to be granted to shareholders of the Company will be announced in the near future. Readers are cautioned that the final details of the Spin-Out has yet to be determined and there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all.
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