MONTREAL, Oct. 28, 2020 (GLOBE NEWSWIRE) – MPV Exploration Inc. (“MPV” or the “Company”) is pleased to announce that further to its press releases dated July 2, 2020 and September 10, 2020 (the “ initial press releases ”), the Company has received conditional approval from the Canadian Securities Exchange (“ CSE ”) to list the resulting issuer’s shares (as defined below) for trading in accordance with to the Merger Agreement (the “ Merger Agreement ”) dated June 30, 2020 and amended on October 9, 2020 between Entheon Biomedical Corp. (” Entheon “) and 1254912 BC Ltd. (” Subco “), Whereby the Company will acquire all of the issued and outstanding securities of Entheon in exchange for shares of the Company (the” Transaction “).
In addition and as part of the Transaction, the Company will change its name from “MPV Exploration Inc.” to “Entheon Biomedical Corp.” (The ” Name Change “). Simultaneously with the Change of name and as part of the Transaction, the Company will also consolidate its issued and outstanding ordinary shares at the rate of one (1) ordinary share subsequent to the Consolidation for three (3) ordinary shares in circulation of the Company’s capital (the “ C onsolidation “). Fractional shares will not be issued as any fractional shares will be rounded to the nearest whole number. In addition, the number, exercise price or exchange basis of all Warrants will be adjusted, from time to time, to reflect the Three-for-One Consolidation.
Following the simultaneous completion of the Transaction, Name Change and Consolidation, the new CUSIP number for the ordinary shares of the resulting entity (the “ Shares of the resulting issuer ”) Will be 29383X103 and the new ISIN number will be CA29383X1033. The Company will announce the symbol on the CSE for the shares of the resulting issuer no later than the closing of the Transaction. Currently, a total of 18,105,514 common shares of the Company are issued and outstanding and following Consolidation, the Company will have approximately 6,325,160 common shares of the resulting issuer issued and outstanding (assuming the exercise of options held by the officers and directors of MPV immediately before the completion of the Transaction). Following completion of the Transaction and having given effect to: (i) the 29,845,805 Shares of the resulting issuer to be issued to former Entheon shareholders; and (ii) the 4,217,886 1 resulting issuer shares to be issued to Subco shareholders, as part of the Concurrent Broker-less Private Placement conducted by Subco (as further detailed in the initial press releases), the Company will then have approximately 40,388,851 shares issued and outstanding.
In connection with the Consolidation, the shares of the resulting issuer after the Consolidation will be transferred to the registered shareholders of the Company by the Company’s transfer agent, Computershare Investor Services Inc. The Company expects the date of entry into effect. effect of the Consolidation and of the Name Change will take place on the date of completion of the Transaction.
Trading in the Company’s common shares was halted by the CSE on July 2, 2020 following the announcement of the merger agreement and will remain so until trading resumes after approval is obtained. final of the CSE.
For more information on the Transaction, please see the initial press releases. The Company will issue further press releases regarding the Transaction as the information becomes available.
About Entheon Biomedical Corp.
Entheon is a privately-held biotechnology research and development company engaged in the development and commercialization of a portfolio of safe and effective psychedelic therapeutics based on dimethyltryptamine (“DMT products”) for the treatment of substance abuse disorders and the use of substances. Subject to obtaining all required regulatory approvals and permits, Entheon intends to generate revenue through the sale of its DMT products to licensed physicians, clinics and psychiatrists in the United States, certain countries of the European Union and across Canada.
For more information on the Company or on Entheon, please visit:
MPV Exploration Inc.
Jean-Francois Perras, President and Chief Executive Officer
Telephone: (514) 667-7171
This press release contains forward-looking statements within the meaning of applicable securities laws. These statements relate to future events or future results. All statements other than those relating to historical facts may be informative or forward-looking statements. More particularly and without limitation, this press release contains forward-looking information and statements concerning the conclusion of the Transaction and the concomitant financing and the conditions relating thereto, the deadlines for the receipt of regulatory approvals, from the shareholders and the stock exchange as well as future plans and objectives of the Combined Company and others. Forward-looking information and statements are based on certain expectations and assumptions made by the management of the Company. As a result, no assurance has the effect that the proposed Transaction or related matters will be completed as advertised or even at all. Although the management of the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on them as there is no assurance that they will be correct.
Forward-looking information and statements are presented for informational purposes regarding current expectations and management’s plans for the future of the Company. Readers are cautioned that reliance on statements and information may not be appropriate for other purposes such as investment decisions. The fact that statements and information relate to future events involves certain risks and uncertainties. Actual results could be materially different from anticipated results due to a number of factors and risks. These may include, among others, the ability of the Company to continue its activities in the eventuality or the Transaction would not take place to continue to operate its business, to conclude the concomitant financing or to obtain the approvals and authorizations required in order to conclude the Transaction as presently described. Therefore, the reader is cautioned not to place undue reliance on depressed-looking in this release. The reader is also cautioned not to consider the risk factors described herein as being exhaustive. Forward-looking statements and information contained in this press release are made as of this date and no commitment is made to release any update or revise forward-looking statements as a result of new information or future events unless required. under applicable securities law.
The Canadian Securities Exchange and the Information Services Provider have not reviewed and do not accept responsibility for the accuracy or adequacy of this version.
1 Includes 100,000 shares of the resulting issuer as well as 100,000 intermediation units (the “Finding Units”) that were issued as part of the simultaneous broker-less private placement conducted by Subco. Please note that the amount of intermediation units was incorrectly stated at 37,500 in the press release of September 9, 2020 (and its corresponding English press release of September 19, 2020).