CALGARY, AB / ACCESSWIRE / February 6, 2020 / Elephant Hill Capital Inc. (TSVX:EH.P) (the “Resulting Issuer” or “Elephant Hill“), a capital pool company, announces that further to its press release dated January 14, 2020 (the “January Press Release“) regarding the business combination (the “Transaction“) of Elephant Hill, Artos Pharma Inc. (“Artos“) and Tassili Life Sciences Corp. (“Tassili“), Artos has agreed to offer a minimum 20,000,000 to maximum 35,000,000 subscription receipts (“Subscription Receipts“) of Artos on a private placement basis pursuant to applicable private placement exemptions under applicable securities laws (the “Offering“). The Subscription Receipts will be offered at a price of C$0.20 per Subscription Receipt (the “Offering Price“) for aggregate gross proceeds of up to C$7,000,000.
Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, to receive one unit of Artos (a “Unit“), upon meeting certain terms and conditions described further below. Each Unit shall consist of one Class A common share (a “Common Share“) in the capital of Artos and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant will be exercisable into one Common Share at an exercise price of C$0.30 per Common Share for a period of twenty-four (24) months from the date the escrow release conditions are satisfied (the “Escrow Release Date“).
The Common Shares and Warrants comprising the Units will be exchanged for equivalent securities of the Resulting Issuer on a one-for-one basis in connection with the Transaction.
Artos reserves the ability to pay a fee (a “Finder Fee“), in cash and/or securities of Artos, to eligible finders pursuant to the Offering.
Artos may pay a cash commission equal to 6.0% of the gross proceeds of the Offering, subject to regulatory approval, and broker warrants exercisable at any time up to 24 months following the closing of the Offering to purchase up to that number of Common Shares as is equal to 6.0% of the number of Subscription Receipts sold pursuant to the Offering, at an exercise price equal to the Offering Price.
As outlined in the January Press Release, Elephant Hill, Artos and Tassili plan to enter into a business combination agreement whereby Elephant Hill has agreed to acquire all of the issued and outstanding common shares of each of Artos and Tassili. The Transaction is subject to certain conditions and applicable shareholder, corporate and TSX Venture Exchange (the “Exchange“) approvals and will constitute Elephant Hill’s “Qualifying Transaction” as such terms are defined under the policies of the Exchange. The Subscription Receipts sold pursuant to the Offering will be converted into Common Shares and Warrants immediately prior to the closing of the Transaction and, upon closing, the Common Shares will be exchanged for Class A common shares of Elephant Hill (“Elephant Hill Shares“) on the basis of one Elephant Hill common share for each Artos and Tassili common share.
The net proceeds received by Artos from the sale of the Subscription Receipts will be used to fund the Resulting Issuer’s pharmaceutical development business and for general corporate working capital purposes.
Furthermore, Elephant Hill has filed a listing application with the middle tier of the OTC Markets Group Inc. (“OTCQB“) in the United States, for the purposes of listing the common shares of Elephant Hill on the OTCQB in the United States.
Overview of Elephant Hill Capital Inc.
Elephant Hill is a capital pool company. Elephant Hill’s principal business activity is to identify and evaluate opportunities for acquisition of assets or business. Elephant Hill was incorporated on January 15, 2018, and has its registered office in Calgary, Alberta.
Overview of Artos
Artos is a private company incorporated under the laws of the Province of British Columbia with offices in Vancouver, British Columbia. Artos is a clinical-stage, biopharma company founded by a group of physicians. The company is focused on treating advanced sarcomas, which are rare tumors of connective tissue. Because there are well over 50 histologic sarcoma subtypes, including malignant and non-malignant pathologies, clinical courses and therapeutic management are widely divergent. Sarcomas can occur anywhere in the body and have clinical courses ranging from indolent to highly aggressive. Surgery is still the most common treatment as it remains the only means of curing the disease. In most cases, it is not clear what causes sarcoma. Family history and radiation exposure may increase risk. In 2018, there were an estimated 13,040 new cases of soft tissue sarcoma in the U.S. No first-line therapies for soft tissue sarcoma have been approved in more than 40 years since adriamycin.
The active pharmaceutical ingredient in Artos’ lead oral drug candidate, ART-2020 (razoxane), has already completed multiple phase 2 clinical trials in Europe indicating safety and therapeutic activity. The company is collaborating with Professor Walter Rhomberg, an investigator who has led two of these clinical studies. In addition, Professor Rhomberg is co-editor of the publication, “Razoxane and Dexrazoxane – Two Multifunctional Agents”. Artos plans to conduct a pivotal clinical trial in sarcoma in the United Kingdom and European Union and globally pursue regulatory approval. Each of the following individuals hold a controlling interest in or controls/directs Artos: James Kuo, MD, MBA, CEO and Director (San Diego, California) and William Garner, MD, Chairman (San Juan, Puerto Rico).
Overview of Tassili
Tassili is focused on treating disorders of the central nervous system using pschedelic compounds possibly in combination with other investigational pharmaceuticals. Tassili plans to collaborate with a top tier research university to conduct pre-clinical studies of its drug combination to establish efficacy based on objective outcomes. Tassili is a private company incorporated under the law of the Province of Ontario with offices in Toronto, Ontario.
Tassili, in collaboration with a major research university, intends to demonstrate the preclinical and physiological effectiveness in mild traumatic brain disorder associated with post traumatic stress disorder (PTSD) of timely measured dosages of psilocybin (a naturally occurring psychodelic compound) and CBD (cannabidiol). Tassili expects this combination to elicit outcomes that are superior to psilocybin or CBD alone. Tassili plans to administer the combination of psilocybin and CBD in certified drug and talk therapy clinics after human clinical trials are completed and the combination is approved by the regulatory agencies throughout the world.
Tassili’s management believes that the company’s proprietary novel approach addresses short term memory (STMs) and long term memory (LTMs) disorders by selectively erasing or suppressing pathological memories as in PTSD, suicidal thoughts and depression. It is also expected to elicit positive clinical outcomes in altering destructive behavior patterns such as drug and alcohol addiction, unconstrained mental and physical activity as obsessive compulsive disorder OCD, and/or Tourette’s syndrome and the wide spectrum of memory recall/forgetfulness disorders ranging from the ubiquitous age-related memory breach, up to Alzheimer disease. Tassili intends to collaborate with other academic organizations to pursue research on these programs.
Each of the following individuals hold a controlling interest in or control/direct Tassili: George Scorsis, Director (Toronto, Ontario), Jonathan Gilbert, CEO and Director (Roslyn Heights, New York), Jonathan Held, CFO and Director (Toronto, Ontario) and Maghsoud Dariani, Chief Science Officer (Fanwood, New Jersey).
A Letter of Intent was entered into between Elephant Hill, Artos and Tassili dated January 8, 2020 and is to be superseded by a definitive agreement (the “Definitive Agreement“) between Elephant Hill, Artos and Tassili with such agreement to include representations, warranties, covenants and conditions typical for a transaction of this nature. The Transaction is subject to, among other things, receipt of all applicable shareholder and regulatory approvals, the final approval of the TSX Venture Exchange (the “Exchange“) and the satisfaction of customary closing conditions, including the conditions described below.
Completion of the Transaction is subject to certain customary conditions precedent, as described in the January Press Release as well as Tassili shall be responsible for raising at a minimum C$2.0 million (“Minimum Tassili Contribution“) towards the Offering and C$500,000 as a pre-Offering amount. Where the Minimum Tassili Contribution is not completed and the minimum offering of C$4.0 million is not closed, Artos shall have the right but not the obligation, in its sole discretion, to terminate the Transaction. Where the Minimum Tassili Contribution is completed and the minimum offering of C$4.0 million is not closed, Tassili shall have the right, but not the obligation, in its sole discretion, to terminate the Transaction.
Following the Closing, Elephant Hill will continue with each of the businesses of Artos and Tassili and it is expected that Artos and Tassili will become wholly owned subsidiaries of the Corporation, and will change their names to something applicable as they may determine and which shall be acceptable to the Exchange.
Elephant Hill will issue additional news releases relating to the Transaction, including information relating to the shareholders of Artos and Tassili, summary financial information of Artos and Tassili, and details of insiders of Elephant Hill, as and when new information relating to the Transaction becomes available. In accordance with the policies of the Exchange, the common shares of the Corporation are currently halted from trading and will remain halted until further notice.
In accordance with the policies of the Exchange, a complete description of the Resulting Issuer’s business will be contained in a information circular of Elephant Hill containing further details about the Transaction and Resulting Issuer (the “Information Circular“). The Information Circular will be prepared and filed by Elephant Hill on SEDAR at www.sedar.com upon acceptance by the TSXV which will provide further details on Elephant Hill and the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
For further information, please contact:
Elephant Hill Capital Inc.
Mohammad Fazil, President, Chief Executive Officer, Director
Phone: (403) 613-7310
Artos Pharma Inc.
James Kuo, Chief Executive Officer
Phone: (858) 220-5703
Tassili Life Sciences Corp.
Jonathan Gilbert, Chief Executive Officer and Director
Phone: (917) 693-0215
NEITHER THE 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.
All information contained in this press release with respect to Elephant Hill, Artos and Tassili was supplied by the parties, respectively, for inclusion herein, and Elephant Hill and its directors and officers have relied on Artos and Tassili for any information concerning such party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder and regulatory 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 Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Elephant Hill should be considered highly speculative.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Transaction; the terms and conditions of the Offering; future developments and the business and operations of the “Resulting Issuer” after the Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that the Transaction will proceed and that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Elephant Hill, Artos and Tassili disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE: Elephant Hill Capital Inc.
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