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ROUYN-NORANDA, QC, May 27,
2019 /CNW Telbec/ - Fieldex Exploration Inc. (TSXV: FLX)
(Frankfurt: F7E1) is pleased to announce that further to
its news release dated March 21,
2019, it has entered into a business combination agreement
dated May 24, 2019 (the "Definitive Agreement")
with Copeland Biosciences Corp. ("Copeland Biosciences") and
an amalgamation agreement dated as of May 24, 2019 with
Copeland Biosciences and 1209908 B.C.
Ltd. ("Subco"), a wholly owned subsidiary of Fieldex
incorporated for the purposes of completing the Proposed
Transaction (as defined below). Pursuant to the terms of the
agreements, Fieldex has agreed to acquire all the issued and
outstanding shares of Copeland Biosciences (the "CBC
Shares") by way of a three-cornered amalgamation among Fieldex,
Subco and Copeland Biosciences under the Business Corporations
Act (British Colombia), which will constitute a "Reverse
Takeover" of Fieldex by Copeland Biosciences and its shareholders
(the "Proposed Transaction").
The Proposed Transaction
Upon the closing of the Proposed Transaction, it is proposed
that Fieldex will be listed on the Canadian Securities Exchange
(the "CSE"), will concurrently de-list from the TSX Venture
Exchange (the "TSXV"), and will be renamed "Copeland
Biosciences Corp." (the "Resulting Issuer"). The
Resulting Issuer will carry on the business of Copeland Biosciences
as currently constituted. "Majority of the Minority"
shareholder approval will be required for the voluntary delisting
from the TSXV prior to the completion of the Proposed
Transaction.
The Proposed Transaction will be carried out by way of a
three-cornered amalgamation among Fieldex, Subco and Copeland
Biosciences under the Business Corporations Act (British
Colombia) which will result in Copeland Biosciences combining its
corporate existence with Subco, and the entity resulting from such
amalgamation will be a wholly-owned subsidiary of
Fieldex.
Prior to the completion of the Proposed Transaction, the
15,668,023 common shares of Fieldex (the "Fieldex Shares")
currently issued and outstanding will be consolidated on a 6.715
for one basis (the "Consolidation Ratio") prior to the
closing of the Proposed Transaction (the
"Consolidation"). The Consolidation Ratio may be
adjusted to a higher ratio in the event the working capital
deficiency of Fieldex exceeds $200,000 at the time of closing of the Proposed
Transaction.
Former Copeland Biosciences shareholders will receive one
post-consolidation common share in the capital of the Resulting
Issuer in exchange for each CBC Share held by them (the
"Exchange Ratio"). There are currently 98,850,000 CBC Shares
issued and outstanding, and assuming completion of the minimum
Private Placement (as defined below) there will be approximately an
additional 6,666,666 CBC Shares outstanding and assuming the
maximum Private Placement there will be approximately an additional
20,000,000 CBC Shares outstanding.
Subject to regulatory approval and applicable securities laws,
on closing of the Proposed Transaction, the Resulting Issuer will
issue to arm's length persons, as finders' fee, a number of
Resulting Issuer Shares equal to 8% of the number of CBC Shares
acquired by Fieldex, representing 7,908,000 common shares of the
Resulting Issuer (the "Finder's Shares").
At the closing of the Proposed Transaction, assuming a Private
Placement of a minimum of 6,666,666 Subscription Receipts and a
maximum of 20,000,000 Subscription Receipts and based on the number
of Fieldex common shares currently issued and outstanding
(15,668,023 or 2,333,287 on a post-consolidation basis), there will
be a minimum of 115,757,953 and a maximum of 130,491,287 common
shares of the Resulting Issuer issued and outstanding (in both
cases calculated on a non-diluted basis and including the Finder's
Shares but excluding any shares that may be issued pursuant to
the Over-Allotment Option (as defined below)), of which:
(i) former shareholders of Copeland Biosciences will hold
an aggregate of 98,850,000 shares (85.39% in the event of a minimum
Private Placement and 76.57% in the event of a maximum Private
Placement); (ii) current Fieldex shareholders will hold an
aggregate of 2,333,287 shares (2.02% in the event of a minimum
Private Placement and 1.81% in the event of a maximum Private
Placement); (iii) new investors will hold in the aggregate a
minimum of 6,666,666 shares (5.76%) and maximum of 20,000,000
shares (15.49%); and (iv) the finder's will hold an aggregate of
7,908,000 shares (6.83% in the event of a minimum Private Placement
and 6.06% in the event of a maximum Private Placement).
All outstanding stock options of Fieldex not exercised prior to
the closing of the Proposed Transaction will be terminated without
any payment of consideration thereof immediately prior to the
closing of the Proposed Transaction. Each outstanding common share
purchase warrants of Fieldex will remain outstanding upon
completion of Proposed Transaction but their respective exercise
price and the number of common shares for which they can be
exercised will be adjusted to reflect the Consolidation by the
Consolidation Ratio.
The Proposed Transaction is an arm's length transaction subject
to requisite regulatory approval, including the approval of the
CSE. The parties will prepare a listing application and a filing
statement in accordance with the policies of the CSE, outlining the
terms of the Proposed Transaction.
Private Placement
In connection with the Proposed Transaction, Copeland
Biosciences will also undertake a placement (the "Private
Placement") of subscription receipts (the "Subscription
Receipts") at a price of $0.30
per Subscription Receipt for aggregate gross proceeds of a minimum
$2 million and maximum of
$6 million. Copeland
Biosciences will grant the securities dealer (the "Agent")
that will be conducting the Private Placement an option to increase
the size of the Private Placement by up to an additional 15% for an
additional gross proceeds of up to $900,000 (the "Over-Allotment
Option"). The Private Placement will be conducted on a
best effort basis by the Agent, to be engaged by Copeland
Biosciences, and is expected to close shortly prior to the closing
of the Proposed Transaction.
Each Subscription Receipt will automatically be converted into
one unit (a "Unit") of Copeland Biosciences immediately
prior to the closing of the Proposed Transaction at no additional
cost to, and without any further action by, the holder thereof.
Each Unit will be comprised of one common share of Copeland
Biosciences and one-half of a common share purchase warrants of
Copeland Biosciences (collectively, the "Copeland
Warrant"). Upon the closing of the Proposed Transaction,
each whole Copeland Warrant will be exchanged for one common share
purchase warrant of the Resulting Issuer and each such whole
warrant will entitle the holder thereof to purchase one common
share of the Resulting Issuer at a price of $0.60 for a period of 24 months from the closing
date of the Proposed Transaction. Copeland Biosciences will
pay the Agent a cash commission equal to 7% of the gross proceeds
raised by Copeland Biosciences in the Private Placement and will
issue to the Agent non-transferable compensation options in an
amount equal to 7% of the number of Subscription Receipts sold in
the Private Placement. Each compensation option will entitle
the holder thereof to acquire one compensation unit (the
"Compensation Unit") at a price of $0.30 for a period of two years from the closing
date of the Proposed Transaction. The Compensation Units will
have the same terms as the Units being issued under the Private
Placement. All the securities issued in the Private Placement
will be, at the time of closing the Proposed Transaction, converted
into equivalent securities of the Resulting Issuer on the Exchange
Ratio.
The Resulting Issuer will use the net proceeds from the Private
Placement to carry out its business plan and for working capital
purposes.
Copeland Biosciences Corp.
Copeland Biosciences Corp, a cannabis pharma company provides
safe and effective remedies to relieve inflammatory pain with
propriety formulations in conjunction with modern technology and
innovate methods. The delivery system is the only FDA and
Health Canada cleared device for multi hour wearable use and is
exclusive to only Copeland Biosciences in Canada. This
Canadian based company unites the extensive orthopaedic knowledge
of renowned podiatrist Glenn
Copeland, who has over forty years of treating sports
medicine injuries.
By employing medical protocols that have been developed through
extensive consultation and testing, Copeland Biosciences has
discovered the optimal methods for topically applying its extensive
range of formulations. These ground-breaking discoveries
utilize topical medicine concentrations, including CBD based
remedies.
All Copeland Biosciences formulations are compounded by a
licenced, Canadian Pharmacist, ensuring purity, dosage,
concentrations, and safety.
Copeland Biosciences has an internationally renowned medical
advisory board comprised of Sir Dr. Marc
Feldmann and Dr. Jagdeep
Nanchahal. Their current and continual research at a
prestigious medical institution will provide invaluable efficacy of
Copeland Biosciences treatment parameters.
Fieldex
Fieldex is a TSXV listed company that has been engaged in
mineral exploration in the Province of Québec. It was
incorporated under the provisions of the Canada Business
Corporations Act with its head office in Rouyn-Noranda, Québec. Fieldex is a "reporting
issuer" in the provinces of Alberta, British Columbia and Québec.
Board of Directors and Management of the Resulting
Issuer
If the Proposed Transaction is completed, it is expected that
the Board of Directors of the Resulting Issuer will be comprised of
Dr. Glenn Copeland, Marcy Herriman, Lawrence
Pemble and Paul Kelly, each
of whom will be appointed by Copeland Biosciences. It is
expected that the executive management of Resulting Issuer will be
comprised of the Copeland Biosciences' current executive management
team, except for its Chief Financial Officer, and that the officers
of Resulting Issuer will be Dr. Glenn
Copeland (Chairman and Chief Executive Officer) and
Marcy Herriman (Chief Operating
Officer). The Chief Financial Officer and Corporate Secretary
of the Resulting Issuer will consist of two individuals chosen by
Copeland Bioscience prior to the closing of the Proposed
Transaction and which will be acceptable to the CSE.
The following are brief résumés of the proposed directors and
executive officers of the Resulting Issuer:
Dr. Glenn Copeland -
Founder, Chairman, Director and Chief Executive Officer
Possessing decades of experience in orthopaedic treatment,
Glenn Copeland is one of
Canada's most prominent
podiatrists. He has been working on CBD-based formulations to
combat inflammation for the last three and a half years. Dr.
Copeland has founded and directed several highly successful medical
companies. Among them is FootMaxx Inc., which converted orthopaedic
evaluation of the lower extremity from moulding technology to
pressure and motion mapping and was successful in opening 1,880
clinics around the world. Dr. Copeland has long and varied
experience in top medical institutions. Between 2002 and 2008,
he was the founder, chairman, and CEO of Cleveland Clinic
Canada. Cleveland Clinic is regarded as one of the top three
medical institutions in the world. He was recruited in 2008 by
Mount Sinai Hospital in Toronto to
establish the Rehab and Wellbeing Center which continues to
thrive, seeing over 10,000 patients each year. As an expert in the
treatment of sports injuries, Dr. Copeland has offered invaluable
advice and service since 1979 in his role as the team
podiatrist of the Major League Baseball team, the Toronto Blue
Jays. He is also the Medical Director of the Ottawa Sports and
Entertainment Group, which re-established Canadian Football
in the city and culminated in the Ottawa Redblacks' triumph in the
2016 Grey Cup. Dr. Copeland is also a well-respected and popular
author. He has written five international books and is
especially well-known for his works "The Foot Doctor" and "Healthy
Feet", which have been translated into twelve languages.
Marcy Herriman - Chief
Operating Officer
Mrs. Herriman possesses in-depth knowledge of sports
medicine. She is a graduate of Northeastern University, where she received a BSc
in Athletic Training. She continued her academic career
earning a MSc in Applied Anatomy and Physiology from
Boston University. Whilst studying,
Marcy gained significant experience relating to the sports
medicine market by working with, among others, Harvard University's football team,
Northeastern University's men's ice hockey team, and
Northeastern University's women's
basketball, soccer, and track and field squads. She has been
involved in the business side of healthcare for the past 10
years. Mrs. Herriman was the Director of Business Development
and Operations, and a board member, of
Performance Orthotics. She has worked with Dr.
Glenn Copeland at his clinic in the
Mount Sinai Hospital in Toronto
since 2010, where her identification and improvement of issues has
led to marked increases in patient satisfaction, as well as
significant profitable growth. She is a native of
Connecticut and is a member of the
National Athletic Trainers' Association, as well as being a
licensed athletic trainer by the Massachusetts Board of Allied Health.
Lawrence Pemble -
Director
Mr. Pemble has comprehensive experience in successfully
creating, financing, and developing businesses in the
biotechnology, and technology spaces. Within his roles, he has
been responsible for leading a diverse set of funding rounds aiding
the growth of start-ups. In the last six months, Mr. Pemble has
successfully completed private placements totalling more than
$40 million, RTOs worth more than $75
million, and guiding M&A activities of over
$130 million. He brings a strong corporate finance
background that was developed within the private equity space. Mr.
Pemble was previously a principal at a life sciences private equity
firm and has also acted as COO for publicly traded and private
biotechnology companies. Since then, he has accumulated experience
in a wide number of industries including technology – with
companies developing immersive video-gaming products and
innovative; biotechnology, in which companies finding novel
treatments; and financial technology, in which companies are
developing innovative and secure methods of online payment. Prior
to starting his business career, Lawrence served for six years in
the Royal Marines, serving in operations in diverse locations
including Sierra Leone,
Somalia, Iraq and Afghanistan. He is currently completing his
executive education at the University of
Oxford's prestigious Saïd Business School
Paul Kelly
‑ Director
Mr. Kelly has experience within the North American steel
industry. He was the former President and Chief Executive Officer
and a director of Slater Steel Inc. from May
1998 to May 2004, which was a
multidivisional specialty steel company formerly listed on the
Toronto Stock Exchange. Mr. Kelly was President, Chief Operating
Officer and a director, from June
2004 to September 2007, of
Harris Steel Group Inc., a multidivisional fabricator, manufacturer
and steel trading group formerly listed on the Toronto Stock
Exchange. He has experience in dealing with public markets as well
as an extensive background in M&A and financial structuring.
Mr. Kelly obtained a B.A. degree in Economics from the University of Toronto.
Trading Halt
Trading in Fieldex Shares on the TSXV is currently halted.
Fieldex does not intend to apply to the TSXV for reinstatement of
trading.
Significant Conditions to Completion of the Proposed
Transaction
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: (i) closing conditions
customary to transactions of the nature of the Proposed
Transaction; (ii) receipt of regulatory approvals;
(iii) listing on the CSE; (iv) shareholders of Fieldex
approving the Proposed Transaction, Consolidation, Change of Name
and delisting from the TSXV; (v) the completion of the minimum
Private Placement; and (vi) other actions necessary to
complete the Proposed Transaction. There can be no assurance
that the Proposed Transaction, the Private Placement, the
Consolidation, Change of Name, delisting from the TSXV or any CSE
listing 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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
Information Relating to Copeland Biosciences Corp.
All information contained in this news release relating to
Copeland Biosciences, including information on Copeland
Biosciences' business and its directors and officers, has been
provided to Fieldex by Copeland Biosciences. Fieldex has
relied upon this information without having made independent
inquiries as to its accuracy or completeness. Fieldex assumes
no responsibility for the inaccuracy or incompleteness of any
information provided by Copeland Biosciences, or for any failure of
Copeland Biosciences to disclose events that may have occurred or
that may affect the significance or accuracy of any such
information or for any failure of Copeland Biosciences to update or
amend such information, whether as a result of new information,
future events or otherwise.
Notice on Forward-looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Fieldex, Resulting Issuer and
their respective businesses, or the assumptions underlying any of
the foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate",
"intend", "plan", "estimate" and similar words and the negative
form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction, Change of Name, Consolidation, Private
Placement, delisting from the TSXV or listing on the CSE, may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting the companies, including
risks regarding investments in an early stage cannabis pharma, the
Resulting Issuer's management's ability to manage and to operate
its business, and the equity markets generally. Forward-looking
information is based on information available at the time and/or
management's good-faith belief with respect to future events and
are subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the
control of Fieldex and Copeland Biosciences. These risks,
uncertainties and assumptions include, but are not limited to,
those described under "Financial Risk Management Objectives and
Policies" and "Risks and Uncertainties" in Fieldex's Annual Report
for the fiscal year ended December 31,
2018, a copy of which is available on SEDAR at
www.sedar.com, and could cause actual events or results to differ
materially from those projected in any forward-looking statements.
Fieldex, Copeland Biosciences and the Resulting Issuer do not
intend, nor do they undertake any obligation, to update or revise
any forward-looking information contained in this news release to
reflect subsequent information, events or circumstances or
otherwise, except if required by applicable laws.
Completion of the transaction described in this news release
is subject to a number of conditions, including TSX Venture
Exchange acceptance and disinterested shareholder approval.
The transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
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 transaction, any information released or
received with respect to the Proposed Transaction, Consolidation,
Change of Name or Private Placement may not be accurate or complete
and should not be relied upon. Trading in the securities of
Fieldex should be considered highly speculative.
Neither the TSX Venture Exchange nor the CSE has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE FIELDEX EXPLORATION INC.