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File: Attachment nr2dec2020.pdf
FOR IMMEDIATE RELEASE TSXV: UUU-P.V
UNILOCK CAPITAL CORP.
ANNOUNCES PROPOSED ACQUISITION OF
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 Transaction is 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 Pharma Shares 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 Small Pharma 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
Unilock 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, Unilock may consolidate 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.
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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 clinical
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 Pharma Private 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.
Unilock is 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 Unilock is 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.
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
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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 la ws 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 Tansaction 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.
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For more information, please contact:
Unilock Capital Corp.
Sonny Chew
Director
Email: schew@pacificparagon.com
Tel: (604) 689-2646
Small Pharma Ltd.
Peter Rands
Chief Executive Officer
Email: peter.rands@smallpharma.co.uk
Tel: +44 (0)7812 121944
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