Origin Signs Letter of Intent to Acquire Safe Supply Streaming

The article Origin Signs Letter of Intent to Acquire Safe Supply Streaming was originally published on Microdose.

“We have a public health emergency in B.C., where we have an unacceptably high number of people dying as a result of the toxic drug crisis, and it is incumbent on all of us to come to the table with solutions that will keep people alive so that we can connect them to care.”

A quote from Jennifer Whiteside, B.C.’s minister of Mental Health and Addiction on the unnecessary risks presented by unsafe drugs permeating modern society. A position re-iterated by Jennifer Pound, a career RCMP law enforcement official.

“There is no question opioids and illicit drugs are devastating families in BC and across Canada, but, in my opinion, decriminalization alone will not achieve the goals of saving lives and making a difference and may only make things worse. The absolutely critical need for right now is to ensure a safe supply of drugs so that users will be protected from the dangers of the unknown content, potency and toxicity of street drugs which permeate the market — the true root cause of so many needless deaths.”

With decriminalization efforts moving forward in many jurisdictions, and with increased access through numerous studies and clinical trials, ensuring safe and reliable supply of narcotics will be a crucial part of the industry’s future.

Enter Origin and Safe Supply. The two companies have just announced a transaction to create the world’s first publicly-listed pharmaceutical and narcotics investment company, aimed at taking advantage of the rapidly growing safe supply narcotic sector.

“Safe supply will be the next shoe to drop in the decriminalization discussion. Without safe, lab-tested supply, we will continue to put many people at risk. At Safe Supply Streaming our aim is to ensure we are supporting a worthwhile social goal for all Canadians while ensuring a diversified portfolio of investment opportunities in a nascent sector for our shareholders.” Bill Panagiotakopoulos, CEO Safe Supply Streaming.

Having a publicly listed vehicle will provide Safe Supply with robust financial resources, and an opportunity to establish a strategic foothold in the burgeoning British Columbia sector, with a position to enter markets including other provinces in Canada, Europe and the USA .

“This is a major milestone for Canadian political history and represents the third and final wave of de-scheduling narcotics here in Canada following the success of cannabis and psychedelics in prior years. Canada will become the first G7 country to make such a bold move to fight the fentanyl crisis and create a safe supply eco-system. We are honored to be the first pharmaceutical/narcotics streaming company with a first mover advantage and clear efficient path to list on a public exchange to give us a strong foundation in this burgeoning sector.” Bill Panagiotakopoulos, CEO Safe Supply Streaming.

For more information on Safe Supply and the transaction with Origin, see their website and the full press release below.

Origin Enters into Binding Letter of Intent with Safe Supply Streaming Co., a Pharmaceutical and Narcotics Investment Company with a First Mover Advantage in the Safe Supply Narcotics Sector

Vancouver, B.C., Jan. 31, 2023 (GLOBE NEWSWIRE)

• The completion of the transaction is anticipated to create the world’s first publicly-listed pharmaceutical and narcotics investment company aimed at creating a global powerhouse positioned to take advantage of the rapidly growing safe supply narcotic sector and entire eco-system .
• Having a publicly listed vehicle will provide Safe Supply with robust financial resources to fund its ambitious growth program .
• Opportunity to establish a strategic foothold in the burgeoning British Columbia sector today and leadership position in the anticipated global roll-out including other provinces in Canada, Europe and the USA .
• Safe Supply has a robust portfolio of investment targets which positions it as the pre-eminent market leader with portfolio companies operating in all parts of the safe supply value chain from importation and distribution to laboratories and clinics .
• Safe Supply has a world-class management team, advisory board, investors and partners who have institutionalized other nascent sectors over the last decade including cannabis and psychedelics with best-in class industry knowledge .
• Pursuant to the terms of the Letter of Intent with Safe Supply, Origin is prepared to lend up to $500,000 as interim financing to allow Safe Supply to execute upon its business plan.

Origin Therapeutics Holdings Inc. ( CSE:ORIG ) (the “ Company ” or “ Origin ”) announces that it has signed a binding Letter of Intent dated January 31, 2023 (the “ LOI ”) with Safe Supply Streaming Co. Ltd. (“ Safe Supply ”) pursuant to which the Company will acquire all of the issued and outstanding securities in the capital of Safe Supply by way of a business combination transaction (the “Transaction ”).

Governments around the world have signaled a significant change in attitudes towards narcotics and safe supply in recent years following a healthcare crisis relating to supply of toxic narcotics containing fentanyl and other harmful un-traceable compounds, along with deaths from fentanyl overdoses. Health Canada and British Columbia’s provincial government’s movement to decriminalize certain schedule 1 narcotics today marks the historic third and the final wave of de-scheduling in Canada in their ground-breaking movement to fight the healthcare crisis. The safe supply of cannabis and legalization started in 2013 in Canada. Following the success of cannabis legalization, in 2019 the Canadian government launched the second wave of de-scheduling narcotics with psychedelics and psychedelic-assisted therapy. This third and final wave of de-scheduling marks a monumental period for the country and presents a unique opportunity for investors and commercial operators to work with the Canadian government to advance their efforts.

Upon closing of the Private Placement (as defined below), the Resulting Issuer (as defined below) will have more than $6 million in cash to execute upon its business plan. Pursuant to the terms of the LOI and other terms to be agreed, Origin has agreed to lend up to $500,000 as interim financing to Safe Supply to allow Safe Supply to execute on near term business objectives.

Acquisition Terms

The parties intend to enter into a definitive agreement in respect of the Transaction (the “ Definitive Agreement ”) by no later than February 28, 2023, or such other date as may be agreed to by Safe Supply and the Company.

It is currently anticipated that the Transaction will be effected by way of a ‘three-cornered’ amalgamation pursuant to the Business Corporations Act (British Columbia) involving Safe Supply and a wholly-owned subsidiary of the Company, or some other similar form of transaction including a share exchange which will constitute a reverse-takeover of the Company by Safe Supply. The resulting issuer that will exist upon completion of the Transaction (the “ Resulting Issuer ”) will change its business to that of Safe Supply. The Transaction is an arm’s length transaction and is expected to close in early spring 2023.

If the Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as Safe Supply and the Company shall determine, and certain officers of the Company shall resign and be replaced with officers appointed by the new board of directors.

The completion of the Transaction is subject to a number of conditions, including, among other items: (i) the entering into of the Definitive Agreement; (ii) the consolidation of the Company’s existing share capital on a 4-for-1 basis or such other basis as mutually determined by Safe Supply and the Company (the “ Consolidation ”); (iii) the Company changing its name to “Safe Supply Streaming Co Ltd.” or such other mutually determined name; (iv) completion of the Private Placement (as defined below); (v) the entering into by Safe Supply of certain letters of intent with respect to streaming opportunities; (vi) receipt of all required shareholder, regulatory and third-party consents, including approval of the Transaction by the Canadian Securities Exchange (the “ CSE ”); and (vii) the listing of the shares of the Resulting Issuer (“ Resulting Issuer Shares ”) on the CSE.

Pursuant to the Transaction, all outstanding securities of Safe Supply will be exchanged by the holders thereof for identical securities of the Resulting Issuer on a post-Consolidation one-for-one basis.

Upon entering into the Definitive Agreement in respect of the Transaction, the Company intends to issue a further press release which will disclose the further details relating to the Transaction and the Resulting Issuer.

Trading of Origin’ s common shares has been halted as a result of the announcement of the Transaction and will remain halted pending the review of the Transaction by the CSE and satisfaction of conditions of the CSE for resumption. The Company expects that trading will not resume prior to the closing of the Transaction.

Equity Financing

Pursuant to the LOI, Safe Supply will complete an arm’s length equity financing on terms satisfactory to the Company of at least $3 million and no greater than $4 million subscription receipts ultimately exchangeable into Resulting Issuer Shares (the “ Private Placement ”). The proceeds from the Private Placement will be used to fund working capital and general corporate purposes, including potential streaming investments.

Further Information

There can be no assurance that the Transaction or the Private Placement will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the management information circular and/or listing 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 the Company should be considered highly speculative.

None of the securities to be issued in connection with the Transaction or the Private Placement have been, or will be, registered under the United States Securities Act of 1933, as amended (the “ 1 933 Act ”), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

All information contained in this press release with respect to Safe Supply, its business, the market in which it operates and the Private Placement was supplied by Safe Supply for inclusion herein. The Company has not conducted due diligence on the information provided and does not assume any responsibly for the accuracy or completeness of such information.

About Origin Therapeutics

Origin is an investment issuer that has historically focused on making equity investments in psychedelics-industry-related companies to provide investors with diverse exposure to the sector. On December 8, 2022, the Company announced that its board of directors had initiated a review process to consider, review and evaluate strategic alternatives for the Company.

About Safe Supply

Safe Supply is a pharmaceutical streaming / investment company tackling the global safe supply eco-system. Backed by a world class management team with expertise in the narcotics industry, Safe Supply has a portfolio of potential letters of intent for investments across the value chain from narcotics licenses to laboratories to clinics and more. Safe Supply will offer investors a diversified platform to participate in this burgeoning sector and benefit from a portfolio of companies that have been handpicked and vetted by our renowned management team and advisory partners. Our goal is to be the first mover and global champion in this sector with a strong balance sheet to move quickly to establish attractive investments across the value chain.

Learn more at www.safesupplystreaming.com and follow the Company on LinkedIn , Twitter , and Instagram .

For Further Information:

Michael Galego

Interim Chief Executive Officer and Director

Origin Therapeutics Holdings Inc.

www.originpsychedelics.com

info@originpsychedelics.com

(604) 416-4099

Bill Panagiotakopoulos

Chief Executive Officer and Director

Safe Supply Streaming Co. Ltd.

www.safesupplystreaming.com

bill@safesupplystreaming.com

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