Mr. Jatinder Dhaliwal reports
GLOBAL HEALTH CLINICS SIGNS AGREEMENT
TO ACQUIRE WONDER SCIENTIFIC
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."
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.
We seek Safe Harbor.
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