Wesana Health Holdings Inc. (CNSX:WESA) entered into a definitive agreement to acquire PsyTech Inc. for CAD 19.5 million on July 12, 2021. The consideration will be paid through the issuance of (i) 2,703,526 Subordinate Voting Shares of the company on closing of the acquisition that are not subject to contractual lock-up restrictions; (ii.) 80,908 warrants of the company on closing of the acquisition (as a result of adjustment of the existing outstanding warrants of PsyTech); (iii.) 2,788,766 Subordinate Voting Shares that are subject to contractual lock-up restrictions limiting their ability to transfer such shares until a date that is up to 12 months following the closing date; and (iv.) 31,693 Proportionate Subordinate Voting Shares, convertible at 1:50, of the company that are subject to contractual lock up restrictions limiting their ability to transfer such shares until a date that is up to 12 months following the closing date.

Post completion, Tovana Solutions of PsyTech will be rebranded Wesana Solutions, Tovana Clinics of PsyTech will be rebranded Wesana Clinics and PsyTech Connect platform will be added to Wesana ecosystem.

The transaction was unanimously approved by the board of directors of Wesana and the board of directors of PsyTech. The transaction is subject to obtaining the requisite shareholder approval at a special meeting of PsyTech shareholders and requires approval of 66 2/3% of the votes cast by PsyTech shareholders. Additionally, lock-up agreements in respect of approximately 78% of such Consideration Shares have been entered into for the benefit of Wesana pursuant to which: (a) 20% of the Subject Shares received by each locked-up shareholder are exempt from any contractual transfer restrictions imposed by Wesana; and (b) 80% of the Subject Shares received by each locked-up shareholder are subject to contractual transfer restrictions. As per filling on August 30, 2021, PsyTech shareholder approved the transaction. The transaction is expected to occur during the third quarter of 2021. Jay Goldman of Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP acted as legal advisors to Wesana and Garfinkle Biderman LLP and McDonald Hopkins acted as legal advisors to PsyTech.

Wesana Health Holdings Inc. (CNSX:WESA) completed the acquisition of PsyTech Inc. on September 8, 2021. PsyTech Inc will operate as wholly owned subsidiary of Wesana. For the year ended December 31, 2020, PsyTech reported net loss of CAD 670,144. PsyTech Chief Executive Officer Hayim Raclaw will assume the position of Wesana's Chief Operating Officer. Dawn McCullough, who previously served as Chief Operating Officer of Wesana, will transition to Head of Strategic Project Planning. Abid Nazeer, the prior owner of the two acquired clinics, will assume the role of Chief Medical Officer at Wesana. Stephan Bart, who previously held that role, will transition to leading Wesana's Scientific Advisory Board. Jeffrey T. Jewell has been promoted to the Head of Medical and Scientific Affairs and will be responsible for corporate medical affairs including medical strategy. As of January 12, 2022, Hayim Raclaw has transitioned out of the company to pursue other opportunities and additional leadership changes and restructuring.