INTERACTIVE CAPITAL PARTNERS CORPORATION ANNOUNCES PROPOSED BUSINESS COMBINATION WITH SKINJECT, INC.

Company to Apply for Listing as Life Sciences Issuer on TSX Venture Exchange

SkinJect, an innovator in skin cancer treatment, is backed by US healthcare private equity and institutional investors, including Rbx Capital, LP and Velocity Fund Partners

/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES/

VANCOUVER, BC and PITTSBURGH, April 18, 2023 /CNW/ - Interactive Capital Partners Corporation (the "Company") is pleased to announce that it has entered into a letter of intent with SkinJect, Inc. ("SkinJect"), effective April 17, 2023, to complete a proposed reverse takeover transaction and apply for listing on the TSX Venture Exchange ("TSXV") (the "Proposed Business Combination"). 

Upon completion of the Proposed Business Combination, (i) SkinJect will become a wholly-owned operating subsidiary of the Company, (ii) the Company is expected to be renamed "Medicus Pharma" (the "Resulting Issuer") and will carry on the business of pharmaceutical drug development focused initially on SkinJect, and (iii) shareholders of SkinJect and subscribers in the Concurrent Financing (defined below) will exchange their shareholdings for a substantial majority equity interest in the Resulting Issuer. 

SkinJect, a private equity-backed biological products company headquartered in Pittsburgh, Pennsylvania, is developing ground-breaking pharmaceutical drug treatments.  SkinJect™ is a novel, minimally invasive treatment for common forms of non-melanoma skin cancer, basal cell and squamous cell carcinoma. SkinJect's proprietary patch is made up of a thumb-sized array of dissolvable microneedles that delivers a chemotherapeutic agent to kill an existing skin cancer.  SkinJect received Investigational New Drug (IND) approval from the United States Food & Drug Administration (FDA) to study the patch for treatment of basal cell carcinoma in 2018. Since then, SkinJect has completed a Phase 1 trial of the patch to assess its safety. The results of this Phase 1 study demonstrated that the SkinJect™ patch is safe and well-tolerated.  The next study is anticipated to be a randomized, controlled, double blind, multi-center Phase 2 clinical study to assess both safety and efficacy in basal cell carcinoma patients.  The Phase 2 clinical study is expected to randomize 60-100 patients and has been approved by the FDA.

If the Proposed Business Combination is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Directors") will initially consist of Dr. Larry Kaiser, Managing Director of Alvarez & Marsal & former Chairman & CEO of Temple Health System; Robert J. Ciaruffoli, Chairman of Broad Street Angels & former CEO of Parente Beard/Baker Tilly; Frank Lavelle, former Global CEO of Siemens Medical; Dr. Raza Bokhari, Managing Partner of Rbx Capital, LP, who is also expected to serve as the Executive Chairman and Chief Executive Officer; and an independent director to be nominated by SkinJect. Ms. Maryann Adesso is expected to serve as Chief of Staff and Corporate Secretary. The New Directors will be put forth and nominated at a meeting of the Company's shareholders to be held prior to completion of the Proposed Business Combination.  This world-class team has years of experience combined with a successful track-record of scaling pharmaceutical drug development companies and taking them to commercialization.

"We are delighted by the varying strategic biotech and investment funds, merchant bankers, pharmaceutical executives, and strategic investors supporting this transaction," said Raza Bokhari, MD, Managing Partner of Rbx Capital, LP ("Rbx"), a healthcare-focused family office and existing SkinJect investor. "This is the beginning of a transformational moment in SkinJect's history, and we expect to be well positioned to accelerate our strategic growth initiatives.

In conjunction with the Proposed Business Combination, the parties intend to undertake a private placement of subscription receipts for minimum gross proceeds of US$6 million (the "Concurrent Financing").  Common shares issued in the Concurrent Financing will be exchanged for common shares of the Resulting Issuer upon completion of the Proposed Business Combination.  Proceeds of the Concurrent Financing are expected to be used to fund SkinJect's ongoing development and commercialization (including the planned Phase 2 trial), transaction costs and working capital.  The Concurrent Financing, for which "President's List" investors have provided indications of interest totaling approximately US$3 million, attributes a value to SkinJect of US$25 million (pre-money and fully-diluted). The terms of the Concurrent Financing and Proposed Business Combination were negotiated at arm's length. Investment dealers participating in the Concurrent Financing may be entitled to a commission payable in cash and/or broker warrants.

SkinJect and Rbx entered into a business combination agreement dated March 17, 2023, which the parties intend to amend by way of a joinder to be entered into by the Company, SkinJect and Rbx (as amended, the "Business Combination Agreement"). Completion of the Proposed Business Combination is subject to a number of customary conditions, including: (i) execution of required amendments to the Business Combination Agreement; (ii) receipt of all required consents and regulatory approvals; (iii) receipt of TSXV approval for the listing of the common shares of the Resulting Issuer; (iv) securityholders of SkinJect approving the Proposed Business Combination; (v) shareholders of the Company approving the Proposed Business Combination, if required by the TSXV, and certain matters ancillary to the Proposed Business Combination, including the appointment of the New Directors, name change of the Company and adoption of a new equity incentive plan in accordance with TSXV policies; and (vi) completion of the Concurrent Financing.  There can be no assurance that the Proposed Business Combination will be completed on the terms or timeline contemplated herein or at all.

The Company is a "reporting issuer" in the Provinces of British Columbia, Ontario and Alberta, but is not currently listed for trading on any stock exchange. In connection with the Proposed Business Combination, the Resulting Issuer will apply to list its common shares on the TSXV. Completion of the Proposed Business Combination is subject to, among other things, the Company receiving conditional listing approval from the TSXV and the satisfaction of the closing conditions of the TSXV.

Advisors

In connection with the Proposed Business Combination, Bennett Jones LLP is acting as lead Canadian legal counsel, and Capstone Merchant Partners Inc. is acting as financial advisor.

The TSXV has in no way passed upon the merits of the Proposed Business Combination and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Investors are cautioned that, except as disclosed in the principal listing document to be prepared in connection with the Proposed Business Combination, any information released or received with respect to the Proposed Business Combination may not be accurate or complete and should not be relied upon.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This press release includes forward-looking information within the meaning of Canadian securities laws regarding the Company, SkinJect and Rbx and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Business Combination, the terms on which the Proposed Business Combination is intended to be completed, the ability to obtain regulatory and securityholder approvals, including listing approval of the TSXV, the terms of, and timing and completion of the proposed Concurrent Financing and other factors. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release, including execution of required amendments to the Business Combination Agreement, completion of the Proposed Business Combination (and the terms upon which the Proposed Business Combination is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although the Company, SkinJect and Rbx have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company, SkinJect and Rbx undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. 

SOURCE Interactive Capital Partners Corporation

Interactive Capital Partners Corporation: Jason Smart, Chief Executive Officer, [phone], [email protected]; Rbx Capital, LP: Maryann Adesso, Chief of Staff, [phone], [email protected]