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Global Health Clinics Ltd (2)
Symbol MJRX
Shares Issued 7,943,890
Close 2020-12-10 C$ 0.23
Market Cap C$ 1,827,095
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Global Health Clinics to acquire Wonder Scientific

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

Mr. Jatinder Dhaliwal reports


Global Health Clinics Ltd. has signed a definitive share purchase agreement dated Dec. 10, 2020, with Wonder Scientific 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 and 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 (API) 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 million of its common shares to the shareholders of Wonder Scientific, at a deemed price of 17.25 cents per share based on the discounted closing price of the company's common shares on Dec. 10, 2020, in exchange for every share of Wonder Scientific that they held. 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 arm's 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 per cent of such shares will be released six months from the closing of the transaction and the remaining 50 per cent 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 per cent of such shares will be released on closing, 33 per cent will be released two months after closing, and the remaining 34 per cent 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 2.1 million common shares to arm's-length parties that are assisting with the transaction.

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