High Fusion Files Management Information Circular For Proposed Arrangement With Neural Therapeutics

High Fusion Inc. SPLIF FUZN has filed on www.sedar.com its management information circular and related materials in connection with the annual and special meeting of High Fusion shareholders to be held at 10:00 a.m. (Eastern Time) on May 1, 2023 at High Fusion's head office to approve, among other things, the plan of arrangement pursuant to which High Fusion proposes to distribute certain of the common shares of Neural Therapeutics Inc. High Fusion also announced that Neural has launched a non-brokered private placement of subscription receipts anticipated to be completed following completion of the arrangement.

Series A Financing

Following the completion of the arrangement, Neural intends to complete the financing of subscription receipts at a price of $0.10 per subscription receipt, each automatically exercisable into one unit of neural upon satisfaction of the escrow release conditions. Each unit will be comprised of one common share of Neural and one-half of one Neural share purchase warrant. Each Neural warrant will entitle the holder thereof to purchase one Neural share at an exercise price of $0.125, at any time up to 24 months following the satisfaction of the escrow release conditions.

On the date on which the following conditions are satisfied, the net proceeds of the financing, will be released from escrow to Neural as follows: the company raising gross proceeds of not less than $1.5 million, or any such other amount required to satisfy the minimum listing requirements of a recognized Canadian stock exchange, completion of the arrangement and the company completing the listing of its Neural shares on a recognized stock exchange. The escrow release conditions must be satisfied on or before the date that is 120 days after the closing of the financing.

The net proceeds from the sale of the subscription receipts will be used for research and development as well as for general working capital.

It is expected that upon completion of the arrangement, Neural will become an unlisted reporting issuer pursuant to the laws of British Columbia, Alberta and Quebec. Neural intends to apply to list Neural Shares on the CSE subject to regulatory approval. There is no assurance that Neural will obtain such listing.

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