Xcyte Digital Corp. signed a letter of intent to acquire GHP Noetic Science-Psychedelic Pharma Inc. (TSXV:PSYF.P) from Noetic Psychedelic Fund LP, managed by Noetic Fund in a reverse merger transaction for CAD 0.13 million on February 6, 2023. Xcyte Digital Corp. entered into a business combination and agreement to acquire GHP Noetic Science-Psychedelic Pharma Inc. from Noetic Psychedelic Fund LP, managed by Noetic Fund in a reverse merger transaction on May 15, 2023. Prior to the closing, it is expected that the issued and outstanding GHP Shares will be consolidated 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. As contemplated in the LOI, at Closing, GHP will issue such number of post-Consolidation GHP Shares. At Closing, GHP will issue 5,680 MV (multiple voting) Shares and 2,200,000 SV (subordinate voting) Shares, representing an aggregate value of approximately CAD 14.75 million. Prior to the Closing, GHP is expected to undertake a private placement for aggregate gross proceeds of up to CAD 4,200,000 or such other amount as may be determined by the parties. On closing of the transaction, it is expected that GHP will be listed as a Tier 1 Technology Issuer on the Exchange, and its business will be that of Xcyte. 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. 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.

Completion of the transaction will be subject to various conditions, including: the Parties entering into a definitive agreement with respect to the Transaction, the parties obtaining all required directors', shareholders', regulatory and third-party consents for the transaction, including the conditional approval of the Exchange; completion of asset acquisition; completion of the Private Placement, completion of the Consolidation; compliance with applicable listing requirements of the Exchange. As of November 2, 2023, GHP has received conditional approval from the TSX Venture Exchange. Assuming all conditions for closing are satisfied, closing of the Transaction is expected to occur on or about November 15, 2023.

TSX Trust Company acted as transfer agent and to Echelon Wealth Partners Inc. acted as Financial advisor to GHP Noetic Science-Psychedelic Pharma Inc. GHP expects to issue to Echelon Wealth Partners Inc. a fiscal advisory fee of 500,000 fiscal advisory warrants. Each Fiscal Advisory Warrant will entitle the holder thereof to acquire one SV Share for a period of five years at a price of CAD 0.25 per SV share.

Xcyte Digital Corp. completed the acquisition of GHP Noetic Science-Psychedelic Pharma Inc. (TSXV:PSYF.P) from Noetic Psychedelic Fund LP, managed by Noetic Fund in a reverse merger transaction on November 9, 2023. The GHP Noetic has also appointed Alan Saperstein as Chief Operating Officer and Corporate Secretary, Nelson Lamb as Chief Financial Officer, James Hayes-Jones as President of Event Technologies, Sabrina George as Chief Marketing Officer and Michelle Daniels as Chief Administrative Officer. Sa'ad Shah, Warren Wright, Andrew Jolley and George Main have resigned as directors and officers of the GHP Noetic.