Vancouver, British Columbia, October 4, 2024 – Filament Health Corp. (OTCQB:FLHLF) (Cboe CA:FH) (FSE:7QS) (“Filament” or the “Company”), a clinical‐stage natural psychedelic drug development company, today announces that, it has issued 5,600,000 common shares in the capital of the Company (the “Common Shares”) at a price of $0.05 per Common Share to Filament Health SPV – Allocations Funds LLC, Bioconnect Ventures – Allocations Funds LLC, and Sovereign74, LLC. The Common Shares are being issued to pursuant to an advisory agreement (the “Advisory Agreement”) whereby the Company engaged Negev Capital Investments Limited to provide certain advisory services to the Company with respect to fundraising and strategic corporate options. The Advisory Agreement was for a 6-month term which commenced on January 3, 2024 and expired July 3, 2024.
As Filament Health SPV – Allocations Funds LLC, Bioconnect Ventures – Allocations Funds LLC, and Sovereign74, LLC (the “Related Parties”) are affiliated with Negev Capital Fund One, L.P., a significant shareholder of the Company that beneficially holds more than 10% of the Common Shares, and the Related Parties will be issued Common Shares (the “Share Issuance”), the Share Issuance is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). All of the independent directors of the Company, acting in good faith, have considered the Share Issuance and have determined that the fair market value of the Common Shares being issued to the Related Parties and the consideration provided by Negev Capital Investments Limited, an affiliate entity of the Related Parties, are reasonable. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101.
ABOUT FILAMENT HEALTH (OTCQB:FLHLF) (CBOE CA:FH) (FSE:7QS)
Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament’s platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. We are paving the way with the first-ever natural psychedelic drug candidates.
Learn more at www.filament.health and on Twitter, Instagram, and LinkedIn.
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Anna Cordon
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FORWARD LOOKING INFORMATION
Certain statements and information contained herein may constitute “forward‐looking statements” and “forward‐looking information,” respectively, under Canadian securities legislation. Generally, forward‐looking information can be identified by the use of forward‐looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions, intended to identify forward‐looking statements or information. The forward‐looking statements are not historical facts, but reflect the current expectations of management of Filament regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward‐looking statements. Forward‐looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Filament to be materially different from those expressed or implied by such forward‐looking statements or forward‐looking information. There can be no assurance 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 and forward‐looking information. Filament will not update any forward‐looking statements or forward‐looking information that are incorporated by reference herein, except as required by applicable securities laws.
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