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VANCOUVER, British Columbia, April 23, 2021 (GLOBE NEWSWIRE) — Myconic Capital Corp. (formerly, Auralite Investments Inc.) (CSE: MEDI) (FRA: MY0) (the “Company” or “MEDI”) is pleased to announce that it has entered into a letter of intent (“LOI”) to acquire 100% of all issued and outstanding shares of Integrated Rehab and Performance Ltd. (“IRP”). Based in Victoria, BC, 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 Royal Canadian Mounted Police, and first responders (e.g., firefighters, law enforcement officers, paramedics, EMTs, etc.).
Under the arrangement contemplated in the LOI, IRP’s practice would expand with the addition of new clinics in British Columbia, as well as the introduction of ketamine treatments to IRP’s offerings to its patients. IRP’s principal facility is located near the Westshore Town Centre in Victoria, BC, with service offerings including: physiatry; occupational therapy; physiotherapy; kinesiology; massage therapy; and nutrition. The clinic’s approach is to establish a 12-week improvement plan for each of its patients by holistically assessing existing and potential areas of concern and formulating a goal-oriented strategy . IRP is an approved healthcare service provider of Veterans Affairs Canada (VAC) through its claims administrator Medavie Blue Cross.
More information about IRP can be found on its website: https://veteranrehabandperform.com/
In its Victoria, BC clinic facility, IRP offers services that include physiatry, occupational therapy, physiotherapy, kinesiology, massage therapy, and nutrition. As part of its contemplated acquisition by Myconic, IRP would plan to add psychedelic-assisted treatments to these offerings which could be beneficial to IRP’s patients from military, law enforcement, and first responder occupational backgrounds. IRP’s introductory video can be viewed by clicking here.
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MEDI intends to assist IRP with the potential addition of psychedelic-assisted treatments, including ketamine assisted psychotherapy to its range of therapies, subject to required compassionate and Health Canada exemptions. Several clinics in the United States, some of which are also pending acquisition by MEDI as announced in recent press releases, have begun offering ketamine infusions to treat conditions such as depression and post-traumatic stress disorder (PTSD). In a 2019 CBC Radio segment, the potential use of ketamine to restore synaptic connections in the brain eroded by stress was explored by medical experts, along with similar benefits which could be had through the administration of other psychedelics (e.g., LSD, psilocybin)1.
“There is considerable use-case of psychedelic-assisted treatments in the Canadian healthcare ecosystem. IRP has done a great job in providing specialized wellness services for veteran and first responder patients in British Columbia. We look forward to partnering with IRP to introduce innovative treatment offerings and expand its network as they continue to improve quality of life for patients who make invaluable contributions to Canadian society.” Robert Meister, CEO, commented, “As Canada continues to be a leader in alternative-medicines and treatments, our goal is to aggressively pursue Section 56 exemptions for veteran patients of IRP, in order to be able to offer access to psychedelic assisted therapy as an addition to their current treatment plans. IRP patients should have every right to access leading medicines that are proving to be transformational and therapeutic by nature.”
Pursuant to the LOI, MEDI would acquire 100% of IRP’s issued and outstanding shares in exchange for $1,000,000, payable in common shares in the capital of the Company (the “Consideration Shares”). The Consideration Shares shall be issued on the date that the transaction closes (the “Closing Date”) and shall be subject to a voluntary lockup for a period of 18 months, released to the Vendor as follows:
- five (5%) percent will be freely tradable on the Closing Date; and
- fifteen and eighty-three hundredths (15.83%) percent released quarterly over six quarters from the Closing Date.
Furthermore, the LOI provides for a series of bonuses payable in common shares of MEDI (the “Milestone Shares”) upon IRP successfully reaching certain milestones, as outlined below.
|Milestone Description||Deadline||Bonus Payable|
|Two new IRP clinics opened and operational with at least one registered patient at each clinic||September 30, 2021||200,000 MEDI common shares|
|Total gross revenue from all IRP clinics meets or exceeds CAD $2,000,000 for IRP’s 2022 fiscal year||First day of IRP’s 2023 fiscal year||250,000 MEDI common shares|
|Active studies of wearable physical therapy technology at two or more IRP clinics with a minimum of 20 Canadian Armed Forces veterans as participants||—-||100,000 MEDI common shares|
|Facilitate or broker one clinical or academic study of the benefits of psychedelic intervention treatments||—-||100,000 MEDI common shares|
|Referral of 50 patients to internal psychedelic clinics||—-||50,000 MEDI common 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 Closing Date or the date on which the shares are earned, as the case may be. All Milestone Shares will be subject to a mandated trading restriction period of four months and one day following issuance of such shares.
As a condition of closing the acquisition, IRP’s current Chief Executive Officer, Steven Inglefield, will remain in his current position on a two-year contract commencing on the Closing Date, with an option to extend at the Company’s election. The executive contract shall additionally contain a standard non-compete clause, the grant of 200,000 stock options of MEDI, and a 10% cash bonus payable on annual net profit.
“We are thrilled to be collaborating with Myconic Capital, while providing innovative solutions to successfully improve the current care plans for military veterans, first responders and their families,” Steven Inglefield, CEO, IRP stated. “This strategic partnership allows us to leverage the platform and serves as a catalyst for R&P’s growth across Canada, as it enters into new markets and areas of treatment. As we continue to foster existing relationships with patient advocacy groups, we are confident our developments with treatment plans will allow for further options for those dealing with trauma and mental health challenges.”
The completion of the acquisition is subject to terms and conditions which include but are not limited to the execution of a definitive agreement, completion of satisfactory due diligence, the delivery and satisfactory review of the financial statements of IRP, and the approval of the transaction by the boards of directors of each of MEDI and IRP.
1 – https://www.cbc.ca/radio/quirks/april-13-2019-black-hole-imaged-a-new-tiny-human-rebuilding-coral-reefs-and-more-1.5093713/ketamine-works-its-magic-on-depression-by-stabilizing-the-brain-in-a-well-state-1.5093729
Myconic Capital Corp is an investment issuer with a diversified portfolio that is focused on emerging companies active in the high-tech, real estate, cannabis, mining and health & wellness sectors.
On behalf of Myconic Capital Corp.
CEO and Director
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Notice Regarding Forward Looking Information:
This news release contains forward-looking statements including statements regarding any of the Myconic holdings 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.
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