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Global Health Clinics Ltd (2)
Symbol MJRX
Shares Issued 7,943,890
Close 2020-12-10 C$ 0.23
Recent Sedar Documents

Global Health Clinics to acquire Wonder Scientific

2020-12-11 15:47 ET - News Release

Subject: FW: Global - Wonder - PR Announcing SPA PDF Document File: Attachment Global Health Clinics Ltd. - Press Release - SPA with Wonder (FINAL) (002).pdf Global Health Clinics Ltd. 400-837 West Hastings Street Vancouver, BC V6C 3N6 Tel: 1.855.537.6272 NOT FOR DISSEMINATION IN THE UNITED STATES NEWS RELEASE GLOBAL HEALTH CLINICS SIGNS AGREEMENT TO ACQUIRE WONDER SCIENTIFIC Vancouver, BC, December 11, 2020 Global Health Clinics Ltd. (CSE: MJRX / FRANKFURT: L002) ("Global Health" or the "Company") is pleased to announce that it has signed a definitive share purchase agreement dated December 10, 2020 (the "Agreement") with Wonder Scientific (as defined below) and the shareholders of Wonder Scientific to acquire all of the outstanding share capital of 2756407 Ontario Ltd. ("Wonder Scientific"). Wonder Scientific is a development-stage plant medicine company focused on the mental health and natural health & wellness marketplace--and in particular research related to psilocybin. Wonder Scientific's mission is to unlock the healing properties of new plant medicines sourced from unique locations around the world; transforming them into regulated and safe pharmaceutical products for global commercialization and sales. Wonder Scientific's researchers and product development experts are seeking to create custom, naturally derived, active pharmaceutical ingredients (APIs) to supply the growing global clinical and commercial demand for psychedelics. "We are excited to acquire Wonder Scientific, as it will provides access to their team of experienced pharmacologists and product experts in the natural health space," said Jatinder Dhaliwal, Chief Executive Officer of the Company. "We are delighted to have the support and platform of Global Health to roll-out Wonder Scientific as the preferred supplier of psychedelic active pharmaceutical ingredients," said Tegan Adams, President of Wonder Scientific. "The acquisition of Wonder Scientific by Global Health, following the strategic investment by Entheon Biomedical Corp. into the company, bolsters our position as an emerging player in the sector." Transaction Details Pursuant to the Agreement, the Company will acquire all of the issued and outstanding shares of Wonder Scientific through the issuance of an aggregate of 26,000,000 of its common shares ("Consideration Shares") to the shareholders of Wonder Scientific, at a deemed price of $0.1725 per share based on the discounted closing price of the Company's common shares on December 10, 2020, in exchange for every share of Wonder Scientific that they held (the "Transaction"). All outstanding debentures of Wonder will be converted into equity of Wonder prior to closing and will form part of the purchase price. In connection with the Transaction, a nominee of Wonder Scientific is expected to join the board of the Company. The Transaction is expected to close early next week. The Company is at arms-length from Wonder Scientific and its shareholders. The Consideration Shares will be subject to a voluntary pooling arrangement and (a) 1,085,218 of the Consideration Shares will be subject to a 12-month pooling arrangement, whereby 50% of such shares will be released six months from the closing of the Transaction (the "Closing") and the remaining 50% of such shares will be released six months after that; and (b) 24,914,782 of the Consideration Shares will be subject to a four- month and one day pooling arrangement, whereby 33% of such shares will be released on Closing, 33% will be released two months after Closing and the remaining 34% will be released four months and one day after Closing. The Transaction will neither constitute a fundamental change nor a change of business for the Company, nor will it result in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. In connection with the completion of the Transaction, the Company will also issue 2,100,000 common shares to arm's length parties who are assisting with the Transaction. ON BEHALF OF THE BOARD OF DIRECTORS GLOBAL HEALTH CLINICS LTD. Jatinder Dhaliwal Chief Executive Officer For further information, readers are encouraged to contact Jatinder Dhaliwal, Chief Executive Officer, at 1.855.537.6272 Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management. Cautionary Note Regarding Forward-Looking Information Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about the Transaction, including with respect to the closing thereof and the intentions, plans and future actions of the Company and Wonder Scientific. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company provides forward looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company's public filings under the Company's SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

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