GHP Noetic Science-Psychedelic Pharma Inc. and Xcyte Digital Corp. Proposed Qualifying Transaction

TORONTO, ON / ACCESSWIRE / February 9, 2023 / GHP Noetic Science-Psychedelic Pharma Inc. (TSXV:PSYF.P) ("GHP") and Xcyte Digital Corp. ("Xcyte", together with GHP, the "Parties") are pleased to announce the signing of a letter of intent dated effective February 6, 2023 (the "LOI"). The LOI sets out the general terms and conditions pursuant to which GHP has agreed to acquire all of the issued and outstanding securities of Xcyte in exchange for securities of GHP (the "Transaction").

The Transaction will result in a reverse takeover of GHP by Xcyte, and will constitute GHPs "Qualifying Transaction" as defined in the policies of the TSX Venture Exchange (the "Exchange"). GHP and Xcyte are at arm's length and the Transaction will not be a non-arm's length transaction under the policies of the Exchange. On closing of the Transaction (the "Closing"), it is expected that GHP (being, following the Closing, the "Resulting Issuer"), will be listed as a Tier 2 Technology Issuer on the Exchange, and its business will be that of Xcyte.

About GHP

GHP is a Capital Pool Company (as defined in the policies of the Exchange) led by Paul Barbeau (Chief Executive Officer) and Warren Wright (Chief Financial Officer). Its principal business activity is to identify and evaluate opportunities to acquire assets or a business. Incorporated in 2020 under the laws of the Province of Ontario, GHP is a reporting issuer in the Provinces of Ontario, British Columbia and Alberta. Its common shares (each, a "GHP Share") are listed for trading on the Exchange under the symbol PSYF.P.

About Xcyte

Xcyte was incorporated under the laws of the State of Florida on February 18, 2022. Xcyte is an event technology aggregator and developer which provides technology and support services to its clients in order to facilitate virtual and hybrid events. Xcyte provides high-value, cost-effective, multi-platform subscription services for virtual and hybrid events, metaverse solutions, digital marketing and lead generation. Xcyte has an extensive portfolio of technologies that enables it to leverage the right features and provide customized solutions to accommodate its clients' unique needs.

Xcyte was created to take advantage of the increased demand by businesses for virtual events, which Xcyte management believes is currently the largest application of the metaverse outside of gaming. Xcyte is an amalgamation of several assets which have produced over 100,000 virtual events for more than 2,000 clients to date. In October 2022, Xcyte produced the very first business-to-business conference and expo entirely in the metaverse.

Terms of the Transaction

The Transaction is expected to proceed by way of a reverse takeover or such other structure as may be determined by the Parties, pursuant to which GHP will acquire all of the issued and outstanding securities of Xcyte (each, a "Xcyte Security").

Prior to the Closing, it is expected that the issued and outstanding GHP Shares will be consolidated (the "Consolidation") on the approximate basis of one post-Consolidation GHP Share for each 1.25 pre-Consolidation GHP Shares, or such other ratio as may be determined by the Parties. GHP may also complete an internal reorganization of its share capital to facilitate tax considerations in connection with the structuring of the Transaction.

As contemplated in the LOI, at Closing, GHP will issue such number of post-Consolidation GHP Shares (or other applicable GHP securities following any internal capital reorganization) to the holders of the Xcyte Securities as have an aggregate value of $14,750,000, based on a deemed price of $0.25 per post-Consolidation GHP Share, or such other deemed price per share as may be determined by the Parties.

Completion of the Transaction will be subject to various conditions, including: the Parties entering into a definitive agreement with respect to the Transaction (the "Definitive Agreement"); the Parties obtaining all required directors', shareholders', regulatory and third-party consents for the Transaction, including the conditional approval of the Exchange; completion of the Private Placement (as defined below); completion of the Consolidation; compliance with applicable listing requirements of the Exchange; and such other conditions as agreed to by the Parties. Each party to the Transaction will be responsible for and bear all of its own costs and expenses (including any finder's fees) incurred at any time in connection with pursuing or consummating the Transaction and the Private Placement.

As the Transaction is not a non-arm's length transaction under the policies of the Exchange, GHP is not required to obtain shareholder approval for the Transaction. However, GHP intends to hold a special meeting of shareholders to approve certain matters ancillary to the Transaction, which may include, among other things: a reorganization of GHP's share capital; the Consolidation; the adoption of a new omnibus equity incentive plan and amendments to GHP's articles.

Upon completion of the Transaction, Xcyte will become a wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will change its name to "Xcyte Digital Corporation" or such other name as may be determined by the Parties and will continue with the business of Xcyte.

The final structure of the Transaction, including any internal reorganization required by GHP and/or Xcyte, will be determined after the Parties have considered applicable tax, securities and accounting matters.

Certain of the GHP Shares to be issued to holders of Xcyte Securities pursuant to the Transaction, including up to 100% of the GHP securities to be issued to Principals (as defined in the policies of the Exchange), may also be subject to escrow provisions imposed pursuant to the policies of the Exchange.

Proposed Private Placement

Prior to the Closing, GHP is expected to undertake a private placement for aggregate gross proceeds of up to $4,200,000 (the "Private Placement"), or such other amount as may be determined by the Parties, on terms to be determined in the context of the market. Additional information with respect to the Private Placement will be disclosed in a subsequent news release.

None of the securities to be issued in connection with the Transaction or the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 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 news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

Management and Directors of the Resulting Issuer

At the Closing, it is anticipated that all current officers of GHP will resign and be replaced by Randy Selman, Alan Saperstein (both current officers of Xcyte), Nelson Lamb (CFO of the Resulting Issuer), James Hayes-Jones and such other persons as may be determined by the Parties and that the board of directors of the Resulting Issuer will consist of at least five directors, one whom is expected to be Paul Barbeau (a current director of GHP), two of whom are expected to be nominees of Xcyte and two of whom will be mutually agreed upon by the Parties. Biographies of the proposed new directors and officers of the Resulting Issuer are set out below. Once finalized, the names and biographies of any additional directors and officers (if any) to be appointed to the Resulting Issuer in connection with the Closing will be disclosed in a subsequent news release.

Randy Selman - Chief Executive Officer of the Resulting Issuer

Mr. Selman is the CEO, a director and founder of Xcyte. Mr. Selman is also a co-founder of, and has served as CEO, President and Chairman of Onstream Media Corporation (formerly, Visual Data Corp.) ("Onstream"). Prior to his current roles, Mr. Selman founded and served as the Chairman, President and CEO of the software development company SK Technologies Corporation. Mr. Selman has experience developing early webcasting platform and several virtual event platforms. His strategic acquisitions include Infinite Conferencing Inc., Entertainment Digital Network and Onstream. Mr. Selman resides in Pompano Beach, Florida.

Alan Saperstein - Chief Operating Officer of the Resulting Issuer

Mr. Saperstein is the COO and a director of Xcyte. Mr. Saperstein is also the co-founder and COO of Onstream. Mr. Saperstein is a co-manager of a portfolio of patented technologies used by hundreds of companies worldwide. Prior to his current roles, Mr. Saperstein served as a director of the Entertainment Division for NFL Films, where he was responsible for producing over 100 multi-camera arena rock videos for major acts. Mr. Saperstein resides in Pompano Beach, Florida.

Nelson Lamb - Chief Financial Officer of the Resulting Issuer

Mr. Lamb worked at PricewaterhouseCoopers LLC, where he obtained his CPA designation. Mr. Lamb has experience in stock exchange listings, corporate finance, financial reporting and strategic planning. Mr. Lamb is knowledgeable in dealing with regulators and exchanges in both Canada and the U.S. and has worked with clients across a wide range of sectors to fulfill their public company requirements. Mr. Lamb resides in Vancouver, British Columbia.

James Hayes-Jones - President of Event Technologies of the Resulting Issuer

Mr. Hayes-Jones is the founder and the current CEO of Launch Interactions LTD ("Launch"). Prior to founding Launch, Mr. Hayes-Jones worked as the Head of Business Development at Simpli-Fi, an event technology company. Throughout his career, Mr. Hayes-Jones has worked with 1000s of clients and events with over 15,000,000 event attendees. Mr. Hayes-Jones resides in London, United Kingdom.

Paul Barbeau - Director of the Resulting Issuer

Mr. Barbeau is the CEO and a director of GHP. Mr. Barbeau also serves as the President of hyperNET Inc., an IT consulting firm, where he has worked since 1993. Prior to his current roles, Mr. Barbeau served as a director and officer to a number of private and public companies. Mr. Barbeau resides in Ottawa, Ontario.

Sponsorship

The Transaction will be subject to the sponsorship requirements of the Exchange unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. GHP intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.

Trading in GHP Shares

Trading in GHP Shares on the Exchange has been halted in compliance with the policies of the Exchange in connection with the announcement of the proposed Transaction, and is expected to remain halted pending the review of the proposed Transaction by the Exchange, and satisfaction of the conditions of the Exchange for resumption of trading. It is not expected that trading in the GHP Shares will resume prior to the Closing.

Further Information

A summary of significant financial information with respect to Xcyte, as well as further details about the proposed Transaction, the Private Placement, and the expected directors, officers and other insiders of the Resulting Issuer following the Closing, will be included in subsequent news releases.

Further details about the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released with respect to the Transaction may not be accurate or complete and should not be relied upon.

All information in this news release concerning GHP and Xcyte, as applicable, was supplied by management of such party and has not been independently verified by the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing 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 GHP should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:

GHP Noetic Science-Psychedelic Pharma Inc.

Paul Barbeau, Chief Executive Officer

Phone: 613-218-5319
Email: paul@npn.ca

Xcyte Digital Corp.
Evan Eadie, Investor Relations
Phone: 647-370-5268
Email: evan@xcytedigital.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact that can be identified by phrases such as "expects", "anticipates", "intends", "aims", "plans" and "believes", and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the proposed terms of the Transaction and the Private Placement; the expected directors and officers of the Resulting Issuer; the business of Xcyte; and the completion of the conditions to the Transaction and the approval of the ancillary items at the special meeting of the shareholders of GHP. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the risk that the Exchange may not approve the Transaction; that factors may occur which impede Xcyte's future business plans; the results of continued development, marketing and sales; and other factors beyond the control of GHP and Xcyte. 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. GHP disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: GHP Noetic Science-Psychedelic Pharma Inc.