Safe Supply and Origin Therapeutics Announces Engagement of Research Capital and Upsizing of Brokered Financing To $4 Million

Safe Supply Streaming Co. Ltd. and Origin Therapeutics Holdings Inc. (CSE: ORIG | FSE: U8B) are pleased to announce the upsizing of their previously disclosed private placement offering of subscription receipts (the “Subscription Receipts”) from $3 million to $4 million in aggregate gross proceeds. The Offering is being led by Research Capital Corporation as the sole agent and sole bookrunner (the “Agent” or “RCC”) on a best-efforts basis. Under the Offering, up to 10,000,000‬ Subscription Receipts may be issued, at a price per Subscription Receipt of $0.40.

The Offering is being conducted in connection with the business combination transaction between Origin and Safe Supply (the “Transaction”), as further described in Origin’s news release dated January 31, 2023.

The completion of the Transaction is subject to a number of conditions, including, among other items: (i) the entering into of the definitive agreement between Safe Supply and Origin by no later than March 31, 2023, or such other date as may be agreed to by Safe Supply and Origin; (ii) the consolidation of the Origin’s existing share capital on a 4-for-1 basis or such other basis as mutually determined by Safe Supply and Origin (the “Consolidation”); (iii) Origin changing its name to “Safe Supply Streaming Co Ltd.” or such other mutually determined name; (iv) completion of the Offering; (v) the entering into by Safe Supply of certain letters of intent with respect to investment 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 (collectively, the “Escrow Release Conditions”).

Each Subscription Receipt will be automatically converted, for no additional consideration, into one Resulting Issue Share upon satisfaction of the Escrow Release Conditions.

If the Escrow Release Conditions are not satisfied within 120 days following closing of the Offering (or such later date as RCC may consent in writing), Safe Supply shall refund the subscription proceeds without penalty or deduction to the subscribers in the Offering.

The Offering is expected to close on or about March 31, 2023, or such other date as agreed upon between Safe Supply, Origin and the Agent.

In connection with the Offering, the Agent will receive an aggregate cash fee equal to 7.0% of the gross proceeds from the Offering (the “Commission”), subject to a reduction for certain orders on a “president’s list”. The Agent will also be issued compensation options equal in number to 7.0% of the number of Subscription Receipts sold under the Offering (the “Compensation Options”). Each Compensation Option shall be exercisable to acquire one Resulting Issuer Share for a period of 24 months following the completion of the Transaction.

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.

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, Origin announced that its board of directors had initiated a review process to consider, review and evaluate strategic alternatives for Origin.