Ketamine One Signs Definitive Agreement to Acquire Integrated Rehab and Performance Ltd.
June 3rd, 2021
VANCOUVER, British Columbia, June 03, 2021 (GLOBE NEWSWIRE) — KetamineOne Capital Limited (formerly, Myconic Capital Corp.) (“Ketamine One” or the “Company”) (NEO: MEDI), a company focused on consolidating medical clinics and becoming a North American leader in mental health treatments, is pleased to announce that it has entered into a definitive agreement (the “Agreement”) based on the letter of intent (“LOI”) previously announced on April 23, 2021 to acquire 100% of the outstanding and issued shares of Integrated Rehab and Performance Ltd. (“IRP”) (the “Transaction”). Pursuant to the terms of the Agreement and subject to the closing of the Transaction, IRP’s Founder and Chief Executive Officer (“CEO”), Steven Inglefield, has agreed to become a director of Ketamine One.
Based in Victoria, IRP has performed over 10,000 unique treatments since its inception in 2017. IRP operates Canada’s first and only multidisciplinary physical therapy clinic exclusively for patients who are past or present personnel of the Canadian Armed Forces or the Royal Canadian Mounted Police, as well as first responders including firefighters, law enforcement officers, paramedics and emergency medical technicians. Its staff of experts brings together the fields of Physiatry, Physiotherapy, Occupational Therapy, Kinesiology, and Nutrition to provide tailored, comprehensive pain management and rehabilitation programs and services.
“The IRP team is excited to join Ketamine One and combine resources to grow its clinics across Canada. With the Company’s assistance, we will now be able to expand faster and assist more veterans and first responders from coast to coast,” said Steven Inglefield, Founder & CEO of IRP. “The potential results of collaborating and integrating with the other clinics acquired by Ketamine One are intriguing, most notably those located in cities with large veteran communities such as Ottawa and Halifax. We believe this approach could yield new patient services, supplementary revenue streams and expansion opportunities in both domestic and international markets,” added Mr. Inglefield.
As consideration for the Transaction, the Company shall pay $1,000,000 in common shares of the Company (the “Consideration Shares”) on closing of the Transaction (the “Closing Date”) and up to an additional 700,000 common shares of the Company upon IRP successfully reaching certain revenue and expansion milestones (the “Milestone Shares”). The Consideration Shares and Milestone Shares shall be issued based on the volume weighted average trading price (VWAP) of the Company’s common shares for the 10 days preceding the signing of the Agreement or the date on which the shares are earned, as the case may be. The Consideration Shares shall be subject to a voluntary lockup for a period of 18 months with 5% freely tradeable on the Closing Date and 15.83% released quarterly over six quarters from the Closing Date. The Company is at arm’s length from IRP. The Transaction remains subject to approval of the NEO Exchange and is expected to close during the week of June 7, 2021.
Closing of KGK Science Acquisition
The Company is also pleased to announce that it has closed its previously announced acquisition (the “Acquisition”) of KGK Science Inc. (“KGK”) from Auxly Cannabis Group Inc. (“Auxly”). Pursuant to the previously announced terms of the Acquisition, $1,500,000 in cash has been paid and 6,451,612 common shares of the Company (the “Consideration Shares”) have been issued to Auxly, with a subsequent amount of $1,000,000 in cash due to be paid six months from closing. The Consideration Shares issued in connection with the Acquisition will become tradeable in four equal installments within the first year of the closing date. Similarly, in connection with the closing of the Acquisition of KGK and subject to acceptance by the NEO Exchange, Ketamine One has issued an aggregate of 967,741 common shares of the Company (the “Bonus Shares”) to retain a former officer of KGK and become a current officer of Ketamine One. The Bonus Shares were paid pursuant to the Bonus Acknowledgement Agreement and will become tradeable in four equal installments within the first year of the closing date.
OTC Symbol Change
The Company’s requested review for a symbol change has been completed by the OTC Markets Group. Along with the name change, the new OTC symbol will be KONEF effective June 3, 2021.
ABOUT KETAMINE ONE
KetamineOne Capital Limited (formerly Myconic Capital Corp.) (NEO: MEDI) is a company focused on consolidating medical clinics and becoming a North American leader in mental health treatments. It is working to provide the critical infrastructure needed to develop and deliver breakthrough mental health treatments. Currently, Ketamine One has a network of 15 clinics across North America, with plans to further consolidate the highly fragmented industry. The recent addition of KGK Science Inc. as the Company’s contract research division also places the company at the forefront of premium clinical research based on its 23-year history and extensive experience in pharmaceuticals, cannabis, and the emerging psychedelic medicine industries. As a collective enterprise, Ketamine One is dedicated to helping solve the growing need for safe and accessible mental health therapy.
On behalf of:
Robert Meister, CEO and Director
For further information, please contact:
Notice Regarding Forward-Looking Information:
This news release contains forward-looking statements including but not limited to statements regarding the Company’s business, assets or investments, as well other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, investor interest in the business and future prospects of the Company.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
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