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Numinus Completes Acquisition of Neurology Centre of Toronto

Numinus Completes Acquisition of Neurology Centre of Toronto

Acquisition strengthens clinic portfolio for mental health treatment using psychedelic-assisted therapies

VANCOUVER, BC, Sept. 23, 2021 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced it has closed its acquisition of the Neurology Centre of Toronto (NCT), a leading Canadian provider of clinical neurologic care. The purchase agreement was previously announced on July 6, 2021.

Founded in 2017 by Dr. Evan Lewis (MD), NCT will operate as the “Neurology Centre of Toronto by Numinus” and continue under Dr. Lewis’ leadership. Dr. Lewis will assume the role of VP, Psychedelic Neurology Services at Numinus. The acquisition expands Numinus’ presence into Ontario, in addition to an existing clinic and research facility in British Columbia, and clinics in Quebec.

Over its years in operation, NCT has established itself as a clinical neurology leader, in particular regarding the use of medical cannabis for both adult and pediatric patients. In addition, NCT has developed a rapid access care model that increases patient throughput, reduces wait times, improves cost-effectiveness and facilitates scaling of services. These developments will form the basis for NCT by Numinus to expand into a clinical neurology centre with specialization in psychedelic neurology.

“NCT by Numinus represents an important paradigm shift in neurologic care,” said Dr. Lewis. “By accounting for both medical and psychological needs while incorporating innovative psychedelic-assisted therapies, we aim to help patients improve their overall quality of life in an integrated and sustainable way.”

“We are honoured to welcome such innovators to Numinus and look forward to working together to advance our mission of delivering transformative healing,” said Payton Nyquvest, Numinus CEO and Chair. “With neurologic care in the Numinus portfolio, we continue to thoughtfully grow our patient and revenue base while increasing access for communities in need. We are excited to further expand our services as pioneers of psychedelic medicine and transformative mental health care.”

Current treatments are limited for neurological disorders such as concussion, migraine, cluster headache, neuropathic pain syndromes and epilepsy, particularly when they have comorbid mental health challenges such as depression and anxiety. Development of novel therapies is needed to address both medical and psychological components of such diseases. Research shows that psychedelic medications such as psilocybin and MDMA open new pathways in the brain that, in conjunction with professional therapy, can treat a host of mental health disorders. NCT by Numinus will explore the application of psychedelic-assisted therapies in neurologic care.

Terms of the agreement:
Numinus paid the following consideration to complete the Transaction:

  • $300,000 in cash upon closing of the Transaction
  • $200,000 in Numinus shares upon closing of the Transaction
  • Future performance-based payments totaling up to $500,000 in Numinus shares

About Numinus
Numinus Wellness (TSX-V: NUMI) helps people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

Learn more at www.numinuswellness.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.

About Neurology Centre of Toronto
NCT is a multi-disciplinary, community-based, publicly-funded neurology clinic centrally located in midtown Toronto. NCT utilizes a model of care that brings together neurologists, neurology-related specialists and allied health practitioners to address the complex conditions that affect patients’ health and well-being. The NCT team assesses a wide range of neurologic conditions and provides specialty care in the areas of epilepsy, concussion, brain injury, headache & migraine and the treatment of neurologic disorders with medical cannabis. NCT strives to deliver comprehensive neurologic care organized around its core values of patient-centred care, collaboration, community, health equity and innovation that focuses on transforming the lives of our patients.

Forward-looking statements

This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs regarding future performance are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “expects”, “does not expect”, “is expected”, “believes”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of these words, expressions or statements, that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, will occur or will be realized. Such forward-looking statements involve risks, uncertainties and other known and unknown factors that could cause actual results, events or developments to differ materially from the results, events or developments expected and expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, dependence on obtaining and maintaining regulatory approvals, including the acquisition and renewal of federal, provincial, municipal, local or other licenses, and any inability to obtain all necessary government authorizations, licenses and permits to operate and expand the Company’s facilities; regulatory or policy changes such as changes in applicable laws and regulations, including federal and provincial legalization, due to fluctuations in public opinion, industry perception of integrative mental health, including the use of psychedelic-assisted therapy, delays or inefficiencies or any other reason; any other factor or development likely to hamper the growth of the market; the Company’s limited operating and profitability track record; dependence on management; the Company’s need for additional financing and the effects of financial market conditions and other factors on the availability of capital; competition, including that of more established and better funded competitors; the continued impact of the COVID-19 pandemic; and the need to build and maintain alliances and partnerships, including with research and development companies, customers and suppliers. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking statements. Despite the Company’s efforts to identify the main risk factors that could cause actual measures, events or results to differ materially from those described in forward-looking statements, other risk factors may cause measures, events or developments to materially differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company does not undertake to revise forward-looking statements, even if new information becomes available as a result of future events, new facts or any other reason, except as required by applicable laws. 

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 news release.

SOURCE Numinus Wellness Inc.

For further information: May Lee, Communications Manager, Numinus, may.lee@numinus.com; For investor inquiries: Jamie Kokoska, VP, Investor Relations, Numinus, jamie.kokoska@numinus.com

Related Links

https://numinus.ca/

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Enveric Biosciences Announces Closing of MagicMed Industries Acquisition

Enveric Biosciences Announces Closing of MagicMed Industries Acquisition

Enveric intends to immediately accelerate the development of a novel Psychedelic molecule for Cancer Related Distress

NAPLES, Fla., Sept. 17, 2021 — Enveric Biosciences (NASDAQ: ENVB) (“Enveric” or the “Company”), a patient-centric biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, today announced the closing of its acquisition of MagicMed Industries Inc. (“MagicMed”), a privately-held biotechnology company focused on creating a library of novel derivative psychedelic molecules such as psilocybin, N,N-dimethyltryptamine (DMT) and other molecular derivatives with applications across multiple indications, in an all-stock transaction.

With the closing, Enveric intends to expand into a next-generation neuroscience drug discovery platform of novel psychedelics that addresses the large unmet mental health challenges related to CNS indications such as Cancer Related Distress, PTSD, anxiety, depression and pain. Complemented by its existing drug development for both the mind and body, the Company is focused on building a pipeline of novel and proprietary psychedelic assets through its disruptive discovery platform, the Psybrary™.

The Company has appointed Dr. Joseph Tucker, PhD, former CEO of MagicMed, as CEO of Enveric, and David Johnson, former CEO of Enveric, as Executive Chairman.

“Enveric is a biotechnology company with the platform to create intellectual property for the next generation of mental health treatments to fight a global crisis. With both psychedelic derived molecules and cannabinoids, we have a robust pipeline to take us from discovery through clinical development. Our platform has the potential to disrupt and unlock much needed mental health treatments through psychedelic therapies,” commented Dr. Joseph Tucker, incoming CEO of Enveric. “We have brought together pharma and biotech experts with years of experience in bringing innovative treatments to market as well as a discovery team with a world-class biotech laboratory. We are dedicated to our mission to advance the next generation of treatments and look forward to keeping the investment community apprised of our progress.”

“It is my pleasure to welcome Dr. Tucker as Chief Executive Officer of Enveric. From the onset of meeting Dr. Tucker and the MagicMed team, I have been impressed by what they have accomplished, most notably their library of Intellectual Property for Next Generation psychedelic molecules. These assets combined with our existing Enveric pipeline opens the door for multiple treatment opportunities to a large patient population,” said David Johnson, Executive Chairman of Enveric. “I look forward to working closely with the leadership team, as we navigate the exciting prospects in Enveric’s robust pipeline of assets.”

Transaction Details
The transaction is structured as an amalgamation under the Business Corporations Act (British Columbia). At the closing, a recently formed subsidiary of Enveric amalgamated with MagicMed, with the resulting corporation being an indirect wholly owned subsidiary of Enveric. Under the terms of the amalgamation agreement and other related agreements, Enveric issued the shareholders of MagicMed an aggregate of 9,951,237 shares of common stock of Enveric. Following the amalgamation, existing Enveric shareholders own approximately 68.3% of the combined company’s common stock and previous MagicMed shareholders own approximately 31.7% of the combined company’s common stock. Additionally, as part of the closing of the transaction, Enveric received approximately $4 million (CAD) in cash from the MagicMed Treasury.

About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) is an innovative biotechnology company developing a next-generation mental health and oncology treatment clinical discovery platform, leveraging psychedelic-derived molecules for the mind and synthetic cannabinoids for the body. Enveric’s robust pipeline supports drug development from the clinic to commercialization for millions of patients in need around the world suffering from conditions that include cancer-related distress, PTSD and more. For more information, please visit www.enveric.com.

Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the ability to achieve the synergies and value creation contemplated by the amalgamation; the ability to promptly and effectively integrate MagicMed’s businesses; disruption from the integration of MagicMed making it more difficult to maintain business, contractual and operational relationships; the impact of the novel coronavirus (COVID-19) on Enveric’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on Enveric’s ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; Enveric’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to Enveric’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contacts
Valter Pinto / Allison Soss
KCSA Strategic Communications
212.896.1254 / 212.896.1267
valter@kcsa.com / asoss@kcsa.com

Media Contacts
Caitlin Kasunich / Raquel Cona
KCSA Strategic Communications
212.896.1241 / 212.896.1204
ckasunich@kcsa.com / rcona@kcsa.com

Cision View original content:https://www.prnewswire.com/news-releases/enveric-biosciences-announces-closing-of-magicmed-industries-acquisition-301379242.html

SOURCE Enveric Biosciences

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COMPASS Pathways acquires IP portfolio of novel psychedelic compounds and prodrugs

COMPASS Pathways acquires IP portfolio of novel psychedelic compounds and prodrugs

COMPASS Pathways plc (Nasdaq: CMPS) (“COMPASS”), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, announced that it has acquired an intellectual property (IP) portfolio including patent applications covering a variety of psychedelic and empathogenic substances. The IP was developed together with inventor Matthias Grill PhD, founder and CEO of MiHKAL GmbH in Basel, Switzerland, who will be working with COMPASS on an exclusive research project to develop new product candidates.

The substances covered in the IP portfolio include a variety of psychedelic and empathogenic compounds, some of which are prodrugs – pharmacologically inactive compounds which are metabolised inside the body to produce an active drug. The new substances include novel derivatives of known compounds, increasing the confidence in therapeutic effects and safety profile while offering optimised characteristics.

Dr Matthias Grill has been involved in psychedelic chemistry research for over 15 years, gaining his PhD at the Max Planck Institute. He has held positions as Head of R&D at Arbolea GmbH, Lipomed AG and THC Pharm GmbH, and has synthesised psychedelic substances for a number of human research studies, including at the University of Basel and the National Institute of Mental Health in the Czech Republic.

Dr Grill said: “Chemistry still happens inside the flask and not on paper. Inspired by the work of chemists like Albert Hofmann and Alexander Shulgin, I am proud to be developing these evolved compounds in Switzerland, where many of the initial psychedelics were first researched and synthesised. We are creating novel candidates to address many of the mental health challenges we face today.”

Lars Wilde, Chief Business Officer, President and Co-founder, COMPASS Pathways, said: “We are delighted to be working with Matthias and MiHKAL GmbH. This agreement will strengthen and expand our IP and development portfolio with new compounds. We plan to move some of these compounds into clinical development within the next two years, taking us closer to our goal of helping patients with urgent unmet needs in mental health care.”

About COMPASS Pathways

COMPASS Pathways plc (Nasdaq: CMPS) is a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are suffering with mental health challenges and who are not helped by current treatments. We are pioneering the development of a new model of psilocybin therapy, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has been designated a Breakthrough Therapy by the US Food and Drug Administration (FDA), for treatment-resistant depression (TRD), and we are currently conducting a phase IIb clinical trial of psilocybin therapy for TRD, in 22 sites across Europe and North America. We are headquartered in London, UK, with offices in New York, US. Our vision is a world of mental wellbeing. www.compasspathways.com

Availability of other information about COMPASS Pathways

Investors and others should note that we communicate with our investors and the public using our website (www.compasspathways.com), our investor relations website (ir.compasspathways.com), and on social media (LinkedIn), including but not limited to investor presentations and investor fact sheets, US Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in us to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include additional social media channels. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, forward-looking statements can be identified by terminology such as “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “objective”, “anticipate”, “believe”, “contemplate”, “estimate”, “predict”, “potential”, “continue” and “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements include express or implied statements relating to, among other things, the efficacy of COMP360 psilocybin therapy as a treatment for depression, the expected timing for reporting data related to COMP360, COMPASS’s business strategy and goals, COMPASS’s ability to continue to advance its research, including COMP360, and COMPASS’s expectations regarding the benefits of its psilocybin therapy, including COMP360. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond COMPASS’s control and which could cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.

These risks, uncertainties, and other factors include, among others: preclinical research and clinical development is lengthy and uncertain, and therefore our preclinical studies and clinical trials may be delayed or terminated, or may never advance to or in the clinic; and those risks and uncertainties described under the heading “Risk Factors” in COMPASS’s annual report on Form 20-F filed with the US Securities and Exchange Commission (SEC) on 9 March 2021 and in subsequent filings made by COMPASS with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, COMPASS disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on COMPASS’s current expectations and speak only as of the date hereof.

Enquiries

Media: Tracy Cheung, tracy@compasspathways.com, +44 7966 309024
Investors: Stephen Schultz, stephen.schultz@compasspathways.com, +1 401-290-7324

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Red Light Holland Closes Majority Stake in Acadian Exotic Mushrooms, Partnering with Leading Canadian Fresh and Dried Mushroom Producers on East Coast Facility

Red Light Holland Closes Majority Stake in Acadian Exotic Mushrooms, Partnering with Leading Canadian Fresh and Dried Mushroom Producers on East Coast Facility

● Red Light Holland Closes Acquisition of 51% of Acadian Exotic Mushrooms

● The Vendors have agreed to purchase all sales from AEM’s entire produce for the next three years at a purchase price of $6 per pound

● AEM will fall under the Red Light Farms division, joining Happy Caps Gourmet Mushroom Farm in Halifax, Nova Scotia and Red Light Truffle Farm in Horst, The Netherlands

Toronto, Ontario–(Newsfile Corp. – September 7, 2021) – Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTC Pink: TRUFF) (“Red Light Holland” or the “Company“), an Ontario-based corporation engaged in the production, growth, and sale of a premium brand of magic truffles, is pleased to announce that it has acquired (the “Acquisition“) a 51% stake in Acadian Exotic Mushrooms Ltd. (“AEM“). AEM is a gourmet mushroom production facility co-owned by leading Canadian mushroom farming groups/individuals Holburne Mushroom Farm and Mike and Fernando Medeiros (the “Vendors“) co-owners of Carleton Mushroom Farms. AEM will have the ability to produce, package and distribute a wide variety of fresh mushrooms with guaranteed sales contracts, while offering an assortment of dried options and the potential to produce functional mushroom consumer packaged goods. Start-up activities are currently underway, and the Company expects operations at AEM to commence by early 2022.

“We at Red Light Holland are delighted to have inked this exciting partnership with clear industry leaders in the mushrooms sector,” said Todd Shapiro, CEO and Director of Red Light Holland. “Mushrooms and Truffles are our core focus. We are partnering with mushroom farming veterans and look forward to a potential future where the AEM facility could be converted to support Canadian psychedelic operations, if and when regulations permit. In the meantime, given the relationships and scale of our partners, AEM has a guaranteed revenue stream and we have another addition to the Red Light Farms division. We look forward to updating the market when AEM commences its first grow from the newest Red Light Farm in Canada.”

“This is an incredible partnership for Red Light Holland,” said Bruce Linton, Chair of Red Light Holland’s advisory board. “In my experience, any time you close a deal and partner with industry leaders, it bodes very well for the business as a whole. Todd continues to prove out his mandate on future near term revenues and Red Light Holland continues to pursue other M&A opportunities that fit and compliment their core focus of psychedelics, while searching out other opportunities with the strict goal of increased revenue generation but with cautious spending habits.”

“We at AEM have been discussing the potential of breaking into the psychedelic/psilocybin sector for a few years now, so when the opportunity arose for us to partner with Red Light Holland, there was no doubt that this was the right partnership for us. We felt that Red Light Holland had great depth on their board of directors who possess a great vision for the future of psychedelics & psilocybin. We look forward to bringing our expertise and knowledge of the mushroom industry into this partnership and help propel Red Light Holland to be a market leader in the psychedelic & psilocybin sector,” said Mike Medeiros, co-owner of Carleton Mushroom Farms.

The Acquisition was completed pursuant to the terms of the definitive agreement (the “Acquisition Agreement“) dated September 7, 2021, pursuant to which Red Light Holland acquired 51% of the issued and outstanding shares of AEM for aggregate consideration of up to $1,530,000. The consideration was comprised of $230,000 cash and 3,065,135 common shares of the Company (the “Red Light Shares“). The Acquisition Agreement provides for up to 1,915,708 additional Red Light Shares (the “Earn-Out Shares“) to be issued to the Vendors subject to the satisfaction of certain milestones. The Company and the Vendors have also entered into an offtake agreement, subject to which, the Vendors will ensure a minimum purchase price of $6 per pound for all output from the facility for 3-year period.

In connection with the Acquisition, Red Light Holland will also issue 197,318 Red Light Shares to Ed Darlington, a consultant of the Company, in satisfaction of a finder’s fee. Mr. Darlington will also be entitled to additional Red Light Shares with a value of up to $25,000 in the event that the Earn-Out Shares are issued to the Vendors.

About Mike and Fernando Medeiros and Holburne Mushroom Farm

Carleton Mushroom Farms was founded in 1984 by Mike and Fernando’s parents and remains a family run business. Mike and Fernando took over day to day operations in 2005. In recent years growing capacity has tripled, and yields have steadily increased to 12 million pounds per year. Carleton Mushroom Farms implements cutting edge technologies from around the world as part of their growing practices. Website: https://www.carletonmushroom.com/.

Holburne Mushroom Farm is a local family owned and operated business that specializes in growing fresh, organic Shiitake and Oyster Mushrooms since 2005. Production of Organic Shiitake and Oyster Mushrooms has steadily increased to current yield of 1.3 million pounds per year. Proudly, the largest fresh, Organic Shiitake Mushroom growers in Canada.

About Red Light Holland
The Company is an Ontario-based corporation engaged in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal market within the Netherlands.

For additional information on the Company:
Todd Shapiro
Chief Executive Officer & Director
Tel: 647-204-7129
Email: todd@redlighttruffles.com
Website: https://redlighttruffles.com/

Forward-Looking Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, AEM or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Examples of such information include statements with respect to: the anticipated operating abilities of AEM; the commencement of operations at AEM; the guaranteed sales contracts for AEM; the potential that the AEM facility could be converted to support Canadian psychedelic operations; the Company’s pursuit of other M&A opportunities; statements about the future of the Company’s partnership with AEM, including with respect to the offtake agreement; and expectations for other economic, business and/or competitive factors.

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, expectations regarding future growth and expansion of the operations of the business; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the COVID-19 pandemic; legal and regulatory risks inherent in the psychedelics industry, including the global regulatory landscape and enforcement related to psychedelics; political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the psychedelics industry; and such other risks contained in the public filings of the Company filed with Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com, including the Company’s annual information form for the year ended March 31, 2020.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

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Blackhawk Growth Closes Investment in Psychedelic and Wellness Company MindBio Therapeutics Pty Ltd.

Blackhawk Growth Closes Investment in Psychedelic and Wellness Company MindBio Therapeutics Pty Ltd.

Vancouver, British Columbia – September 03, 2021 – Blackhawk Growth Corp. (CSE:BLR) (CNSX:BLR.CN) (Frankfurt:0JJ) (the “Company” or “Blackhawk”) has completed its previously announced investment in MindBio Therapeutics Pty Ltd. (“MindBio Therapeutics”).

“I am extremely excited to see us complete this transaction” says Frederick Pels, CEO of Blackhawk. “I look forward to working with the team at MindBio and building substantial value for our shareholders over the coming quarters.”

The Transaction

Pursuant to the terms of a share purchase agreement, dated August 30, 2021, the Company has acquired all of the outstanding share capital of 1286409 B.C. Ltd. (the “Parent”), of which MindBio Therapeutics is a wholly-owned subsidiary, and has issued 22,095,180 common shares to the existing shareholders of the Parent at a deemed price of $0.38 per share. Half of these shares are subject to restrictions on resale for a period of four-months-and-one-day following issuance. No finders’ fees or commissions were paid in connection with closing of the acquisition.

The Company is at arm’s length from the Parent, MindBio Therapeutics and its shareholders. The transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.  In connection with completion of the transaction, the Company will not be assuming any additional debts or obligations.

MindBio Therapeutics now forms part of the Company’s existing portfolio of investments in the health care sector.  MindBio Therapeutics’s existing board and directors will continue to retain responsibility for overseeing day-to-day operations.

About MindBio Therapeutics

MindBio Therapeutics is an arms-length privately held clinical stage drug development company that is pioneering psychedelic micro-dosing research and is advancing emerging therapies to treat a range of debilitating health conditions such as depression, anxiety, chronic pain, cognitive impairment and PTSD.

In a world’s first clinical trial of its kind, MindBio Therapeutics has started Phase 1 clinical trials at the University of Auckland in New Zealand, in a safety study of 80 participants micro-dosing LSD to patients.  The study has received regulatory approval and government funding for the importing of LSD, laboratory work using the drug and approvals for participants to be prescribed the drug and then patients take the drug at home as they would any other medication.  Approvals have also been received for Phase 2 clinical trials involving micro-dosing LSD in late-stage cancer patients experiencing end of life distress.

MindBio Therapeutics is also pioneering the development of micro-dose formulations and a range of technology and artificial intelligence applications to ensure the safe dosage, use and administration of psychedelic medicines in the community.  Early indications show that LSD is tolerated well in micro-doses and has a lower side effect profile than the currently prescribed anti-depressant drugs.

MindBio Therapeutics completed an equity financing for proceeds of approximately AUD$1,300,000, which gives it sufficient working capital to complete Phase 1 clinical trials. Completion of this financing was critical for Blackhawk to ensure MindBio Therapeutics was properly capitalized prior to the acquisition.

MindBio Therapeutics Management Team:

Gavin Upiter – Chairman

Gavin has over 25 years of experience leading companies in the pharmaceutical sector.  Engineering qualified, prior to founding Generic Health, a leading generic pharmaceutical company which was sold to Lupin Pharmaceuticals, (NSE: LUPIN), Gavin started his executive career at Bristol Myers Squibb.  He was Australian CEO of Amneal Pharmaceuticals (NYSE: AMRX) and Executive Director of Slade Health, Australia’s leading hospital pharmacy chain.  Gavin founded Directo, Australia’s first online pharmaceutical B2B marketplace for pharmacies and suppliers.

Dr. Zena Burgess, PhD. FAICD,FAPS – Non-Executive Director

Zena has a strong interest in the future of health care. She serves as the Chief Executive Officer of the Australian Psychologists Society and formerly as Chief Executive of the Royal Australian College of General Practitioners. She is a member of the international advisory board of Connext2MyDoctor and the telehealth influencers alliance. She is also a director of the Australian Patients Association and Chair of the board subcommittee on governance and risk of the Victorian Farmers Federation. Zena has substantial experience serving on boards of government entities. She holds a PhD in psychology from the Australian Catholic University and a Master of Business Administration from Monash University and a Master of Education from La Trobe University. She has a wealth of experience in health changes and strategic advocacy to governments.

Justin Hanka – Co-Founder & Director

Justin Hanka is in investment banking and financing of mergers and acquisitions and capital markets transactions.  He is Non-Executive Director of EonX (CSE:EONX), a financial technology company, Non-Executive Director of Goldcar, (a Europcar Company listed on the Euronext in France), Non-Executive Director of The Digital Tribes Company, an IT digital transformation company headquartered in Sweden.  He is an experienced executive having served as Chief Operating Officer for iSelect (ASX: ISU) and having sold Helpmechoose as its CEO to Mortgage Choice (ASX:MOC).  Justin’s expertise spans the pharmaceutical and health sector including pharmaceuticals, pharma-technologies, fin-techs, digital transformation and technology, influencer marketing, health and wellness, entertainment and ecommerce.

Colin Keating – Chief Executive Officer

Colin is an experienced CEO and Managing Director having led publicly listed Hogg Robinson Group Australia (LSE) and BuyMyPlace (ASX), both large private technology led organisations and has also held senior global leadership positions with the likes of American Express. With over 25 years experience in both established and scale up businesses, Colin possesses a demonstrable track record in driving growth, shaping organisational culture and delivering shareholder value. His experience is broad and varied having worked across multiple industries including Financial Services & Payments, Corporate Travel, Property Tech, Health Tech, Data Management and Wealth Management. Colin also has deep experience working in, and advising, organisations on strategic initiatives such as capital raising, M&A activities, IPO’s and exit strategies. Having worked in the United Kingdom, Hong Kong and the US, Colin’s global experience will be of enormous benefit to Mind Therapeutics as the business grows both domestically and across international markets.

Scientific Team:

Dr Suresh Muthukumaraswamy, PhD BSc Hons – Lead Scientist

Suresh is an Associate Professor of Psychopharmacology in the Faculty of Medical and Health Sciences at the University of Auckland.  Suresh’s main research interests are in understanding how therapies alter brain activity and in developing methodologies to measure these changes in both healthy individuals and patient groups – particularly those with depression. His previous studies have involved a range of compounds including hallucinogens (ketamine, LSD, psilocybin), anesthetics (propofol, dexmedetomidine), anti-epileptics (vigabatrin, perampanel, tiagabine) and GABA-enhancers (zolpidem, gaboxadol).

He is currently leading clinical trials investigating LSD microdosing and other new antidepressant therapies. Suresh has published over 100 scientific papers in the field of psychopharmacology and neuroimaging which have been cited over 6500 times. Suresh has received several awards including a prestigious Rutherford Discovery Fellowship and several grants from the Health Research Council of New Zealand.

Dr Nicholas Hoeh, MD.Am.BD.Cert Psych, – Psychiatrist

Nick is a consultant psychiatrist working part time at the Auckland District Health Board and in private practice.  Additionally, he is a professional teaching fellow in Psychological Medicine at the University of Auckland. He obtained his medical degree at the University of Medicine and Dentistry in New Jersey and completed his internship, psychiatry residency, and old age psychiatry fellowship at the University of Pennsylvania in Philadelphia. Nick’s current research interests include the clinical use of repetitive transcranial magnetic stimulation and psychedelics for treatment resistant depression.

Dr Rachael Sumner, PhD.Pharma. MSc Hons. BA. Hons. Psych – Clinical Research Associate

Dr Sumner is a leading researcher in the field of psychedelics and has been involved in numerous research studies in her work at the University of Auckland.  Notable studies include the use of Ketamine in the treatment of depression and the overarching aim and application of Dr Sumner’s research is to validate non-invasive electrophysiological assays of brain function in neurological and psychiatric health and disease.

Dr Frederick Sundram, PhD. MSc. MA. FRCPsych(UK). MB BCh. BAO; B.MedSc. – Psychiatry & Technology Consultant

Frederick is an Associate Professor at the Department of Psychological Medicine at the University of Auckland and a Consultant Liaison Psychiatrist at North Shore Hospital.  Previously he was research fellow at the Department of Forensic and Neurodevelopmental Science at the Institute of Psychiatry, King’s College London and the Royal College of Surgeons in Ireland where he completed his PhD in Neuroimaging. Frederick also completed a Masters in Healthcare Management at the Institute of Public Administration, Dublin and a Masters in Healthcare Informatics. His research interests include depression, neuroimaging, self-harm/suicide, medical education, overlap between medicine and psychiatry, medically unexplained physical symptoms and healthcare informatics.

Dr Partha Roop, PhD. M.Tech. BEng. – AI & Machine Learning

Partha’s research interests are in Digital Health, Formal Methods for Safety-Critical applications of AI and Machine Learning, and Real-Time Systems. Partha is working with colleagues from the Medical School and the Auckland Bioengineering Institute (ABI) on new techniques developed by his group known as organ on a chip. He is also interested in heart rate variability and Biofeedback.

Blackhawk would like to encourage all investors and interested parties to take a look at a MindBio Therapeutics’ recently uploaded video here: https://www.linkedin.com/feed/update/urn:li:activity:6830643767087910912 as well as their corporate website which can be found here: https://mindbiotherapeutics.com/

About Blackhawk Growth

Blackhawk is an investment holding looking to create substantial value for its shareholders through the acquisition and development of high growth companies. It has focused its investments in the health, cannabis and cannabidiol industries in both Canada and the United States. Its portfolio of companies includes Sac Pharma, LeichtMind Clinics, Noble Hemp, Spaced Food and NuWave Foods. Blackhawk continues to bring its investments to cash flow and is growing at an exceeding pace.

The Company diligently posts updates through videos from the official company YouTube channel https://www.youtube.com/channel/UCs4f2tt3yAvOGhNLjgNOy-A

Please join the conversation on our Blackhawk group supporter’s telegram group at https://t.me/Blackhawkgrowthcorp and visit us online at https://www.blackhawkgrowth.com.

For further information please contact:

Frederick Pels, Chief Executive Officer

(403)-991-7737

fred@blackhawkgrowth.com

Cautionary Note Regarding Forward-Looking Statement

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to transaction and future operations of MindBio Therapeutics Pty Ltd. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

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Blackhawk Growth to Complete Investment in Psychedelic and Wellness Company MindBio Therapeutics Pty Ltd.

Blackhawk Growth to Complete Investment in Psychedelic and Wellness Company MindBio Therapeutics Pty Ltd.

Vancouver, British Columbia – TheNewswire – August 31, 2021 – Blackhawk Growth Corp. (CNSX:BLR.CN) (OTC:BLRZF) (Frankfurt:0JJ) (the “Corporation” or “Blackhawk”), is pleased to announce that it has entered into a share purchase agreement, dated effective August 30, 2021, in which it will acquire control of MindBio Therapeutics Pty Ltd (“MindBio Therapeutics”).

MindBio Therapeutics is an arms-length privately held clinical stage drug development company that is pioneering psychedelic micro-dosing research and is advancing emerging therapies to treat a range of debilitating health conditions such as depression, anxiety, chronic pain, cognitive impairment and PTSD.

In a world’s first clinical trial of its kind, MindBio Therapeutics has started Phase 1 clinical trials at the University of Auckland in New Zealand, in a safety study of 80 participants micro-dosing LSD to patients. The study has received regulatory approval and government funding for the importing of LSD, laboratory work using the drug and approvals for participants to be prescribed the drug and then patients take the drug at home as they would any other medication. Approvals have also been received for Phase 2 clinical trials involving micro-dosing LSD in late-stage cancer patients experiencing end of life distress.

MindBio Therapeutics is also pioneering the development of micro-dose formulations and a range of technology and artificial intelligence applications to ensure the safe dosage, use and administration of psychedelic medicines in the community. Early indications show that LSD is tolerated well in micro-doses and has a lower side effect profile than the currently prescribed anti-depressant drugs.

MindBio Therapeutics completed an equity financing for proceeds of approximately AUD$1,300,000, which gives it sufficient working capital to complete Phase 1 clinical trials. Completion of this financing was critical for Blackhawk to ensure MindBio Therapeutics was properly capitalized prior to the acquisition.

“We are excited to become part of the Blackhawk portfolio, which expands our investor reach to the capital markets in North America and we are now truly a global company with connections in Australia, New Zealand and Canada. We are excited by the prospect of accelerating our clinical research micro-dosing psychedelic medicines in Phase 2 clinical trials and the next steps towards commercialisation” says Justin Hanka, Director of MindBio Therapeutics.

“The acquisition of MindBio Therapeutics will help to scale our life science and psychedelic portfolio” said Frederick Pels, CEO of Blackhawk. “Complementing our current assets, a clinical trial and a management team with decades of experience in the health sector will enable Blackhawk and MindBio Therapeutics to be leaders in the legal psychedelic treatment industry that we believe will only continue to grow exponentially. We look forward to updating our shareholders with our progress over the coming months.”

MindBio Therapeutics Management Team:

Gavin Upiter – Chairman

Gavin has over 25 years of experience leading companies in the pharmaceutical sector. Engineering qualified, prior to founding Generic Health, a leading generic pharmaceutical company which was sold to Lupin Pharmaceuticals, (NSE: LUPIN), Gavin started his executive career at Bristol Myers Squibb. He was Australian CEO of Amneal Pharmaceuticals (NYSE: AMRX) and Executive Director of Slade Health, Australia’s leading hospital pharmacy chain. Gavin founded Directo, Australia’s first online pharmaceutical B2B marketplace for pharmacies and suppliers.

Dr. Zena Burgess, PhD. FAICD,FAPS – Non-Executive Director

Zena has a strong interest in the future of health care. She serves as the Chief Executive Officer of the Australian Psychologists Society and formerly as Chief Executive of the Royal Australian College of General Practitioners. She is a member of the international advisory board of Connext2MyDoctor and the telehealth influencers alliance. She is also a director of the Australian Patients Association and Chair of the board subcommittee on governance and risk of the Victorian Farmers Federation. Zena has substantial experience serving on boards of government entities. She holds a PhD in psychology from the Australian Catholic University and a Master of Business Administration from Monash University and a Master of Education from La Trobe University. She has a wealth of experience in health changes and strategic advocacy to governments.

Justin Hanka – Co-Founder & Director

Justin Hanka is in investment banking and financing of mergers and acquisitions and capital markets transactions. He is Non-Executive Director of EonX (CSE:EONX), a financial technology company, Non-Executive Director of Goldcar, (a Europcar Company listed on the Euronext in France), Non-Executive Director of The Digital Tribes Company, an IT digital transformation company headquartered in Sweden. He is an experienced executive having served as Chief Operating Officer for iSelect (ASX: ISU) and having sold Helpmechoose as its CEO to Mortgage Choice (ASX:MOC). Justin’s expertise spans the pharmaceutical and health sector including pharmaceuticals, pharma-technologies, fin-techs, digital transformation and technology, influencer marketing, health and wellness, entertainment and ecommerce.

Colin Keating – Chief Executive Officer

Colin is an experienced CEO and Managing Director having led publicly listed Hogg Robinson Group Australia (LSE) and BuyMyPlace (ASX), both large private technology led organisations and has also held senior global leadership positions with the likes of American Express. With over 25 years experience in both established and scale up businesses, Colin possesses a demonstrable track record in driving growth, shaping organisational culture and delivering shareholder value. His experience is broad and varied having worked across multiple industries including Financial Services & Payments, Corporate Travel, Property Tech, Health Tech, Data Management and Wealth Management. Colin also has deep experience working in, and advising, organisations on strategic initiatives such as capital raising, M&A activities, IPO’s and exit strategies. Having worked in the United Kingdom, Hong Kong and the US, Colin’s global experience will be of enormous benefit to Mind Therapeutics as the business grows both domestically and across international markets.

Scientific Team:

Dr Suresh Muthukumaraswamy, PhD BSc Hons – Lead Scientist

Suresh is an Associate Professor of Psychopharmacology in the Faculty of Medical and Health Sciences at the University of Auckland. Suresh’s main research interests are in understanding how therapies alter brain activity and in developing methodologies to measure these changes in both healthy individuals and patient groups – particularly those with depression. His previous studies have involved a range of compounds including hallucinogens (ketamine, LSD, psilocybin), anesthetics (propofol, dexmedetomidine), anti-epileptics (vigabatrin, perampanel, tiagabine) and GABA-enhancers (zolpidem, gaboxadol).

He is currently leading clinical trials investigating LSD microdosing and other new antidepressant therapies. Suresh has published over 100 scientific papers in the field of psychopharmacology and neuroimaging which have been cited over 6500 times. Suresh has received several awards including a prestigious Rutherford Discovery Fellowship and several grants from the Health Research Council of New Zealand.

Dr Nicholas Hoeh, MD.Am.BD.Cert Psych, – Psychiatrist

Nick is a consultant psychiatrist working part time at the Auckland District Health Board and in private practice. Additionally, he is a professional teaching fellow in Psychological Medicine at the University of Auckland. He obtained his medical degree at the University of Medicine and Dentistry in New Jersey and completed his internship, psychiatry residency, and old age psychiatry fellowship at the University of Pennsylvania in Philadelphia. Nick’s current research interests include the clinical use of repetitive transcranial magnetic stimulation and psychedelics for treatment resistant depression.

Dr Rachael Sumner, PhD.Pharma. MSc Hons. BA. Hons. Psych – Clinical Research Associate

Dr Sumner is a leading researcher in the field of psychedelics and has been involved in numerous research studies in her work at the University of Auckland. Notable studies include the use of Ketamine in the treatment of depression and the overarching aim and application of Dr Sumner’s research is to validate non-invasive electrophysiological assays of brain function in neurological and psychiatric health and disease.

Dr Frederick Sundram, PhD. MSc. MA. FRCPsych(UK). MB BCh. BAO; B.MedSc. – Psychiatry & Technology Consultant

Frederick is an Associate Professor at the Department of Psychological Medicine at the University of Auckland and a Consultant Liaison Psychiatrist at North Shore Hospital. Previously he was research fellow at the Department of Forensic and Neurodevelopmental Science at the Institute of Psychiatry, King’s College London and the Royal College of Surgeons in Ireland where he completed his PhD in Neuroimaging. Frederick also completed a Masters in Healthcare Management at the Institute of Public Administration, Dublin and a Masters in Healthcare Informatics. His research interests include depression, neuroimaging, self-harm/suicide, medical education, overlap between medicine and psychiatry, medically unexplained physical symptoms and healthcare informatics.

Dr Partha Roop, PhD. M.Tech. BEng. – AI & Machine Learning

Partha’s research interests are in Digital Health, Formal Methods for Safety-Critical applications of AI and Machine Learning, and Real-Time Systems. Partha is working with colleagues from the Medical School and the Auckland Bioengineering Institute (ABI) on new techniques developed by his group known as organ on a chip. He is also interested in heart rate variability and Biofeedback.

Transaction Structure

In connection with the acquisition, the Company proposes to acquire all of the outstanding share capital of 1286409 B.C. Ltd. (the “Parent”), of which MindBio Therapeutics is a wholly-owned subsidiary. In consideration for the completion of the transaction, the Company is required to issue 22,095,180 common shares to the existing shareholders of the Parent.

The Company is at arm’s length from the Parent, MindBio Therapeutics and its shareholders. The transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it expected to result in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. Completion of the acquisition remains subject to the satisfaction of customary closing conditions. Following completion of the acquisition, MindBio Therapeutics will form part of the Company’s existing portfolio of investments in the health care sector. MindBio Therapeutics’s existing board and directors will continue to retain responsibility for overseeing day-to-day operations, based upon an agreed budget.

Blackhawk would like to encourage all investors and interested parties to take a look at a MindBio Therapeutics’ recently uploaded video here: https://www.linkedin.com/feed/update/urn:li:activity:6830643767087910912 as well as their corporate website which can be found here: https://mindbiotherapeutics.com/

Justin Hanka of MindBio Therapeutics will also be presenting at the Psychedelic Capital Investment Conference Today, Tuesday, August 31st 2021 at 2:55pm EST. Everyone is highly encouraged to register for the conference here: https://microdose.buzz/shop/events/psychedelic-capital/psychedelic-capital-aug-2021/

About Blackhawk Growth

Blackhawk is an investment holding looking to create substantial value for its shareholders through the acquisition and development of high growth companies. It has focused its investments in the health, cannabis and cannabidiol industries in both Canada and the United States. Its portfolio of companies includes Sac Pharma, LeichtMind Clinics, Noble Hemp, Spaced Food and NuWave Foods. Blackhawk continues to bring its investments to cash flow and is growing at an exceeding pace.

The Company diligently posts updates through videos from the official company YouTube channel https://www.youtube.com/channel/UCs4f2tt3yAvOGhNLjgNOy-A

Please join the conversation on our Blackhawk group supporter’s telegram group at https://t.me/Blackhawkgrowthcorp and visit us online at https://www.blackhawkgrowth.com.

For further information please contact:

Frederick Pels, Chief Executive Officer

(403)-991-7737

fred@blackhawkgrowth.com

Cautionary Note Regarding Forward-Looking Statement

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to transaction and future operations of MindBio Therapeutics Pty Ltd. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

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A HUGE new deal ;)

FSD Pharma Announces Definitive Agreement to Acquire Lucid Psycheceuticals

This pharmaceutical company is ditching its Covid-19 treatment to focus on psychedelic medicine.

A Toronto pharmaceutical company, FSD Pharma (HUGE), announced a definite agreement to acquire the psychedelic company Lucid Psycheceuticals Inc. for CAD$11.3M. The agreement was announced just one day after the company terminated the Phase 2 clinical trial for its Covid-19 treatment because it was unlikely to be commercially viable.

FSD Pharma went public in May of 2018 and currently trades on the CSE and NASDAQ.

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Core One Labs Acquires Frontier Mycology

Core One Labs Acquires Frontier Mycology

Vancouver, British Columbia, Canada – August 17, 2021 – Core One Labs Inc. (CSE: COOL), (OTC: CLABF), (Frankfurt: LD6, WKN: A3CSSU) (the “Company” or “Core One”) is a research and development company focused on bringing psychedelic medicines to market through the development and production of API grade psychedelic compounds, the advancement of psychedelic assisted treatments, and the integration of novel delivery system technology.  The Company is pleased to announce it has completed the acquisition (the “Transaction”) of all of the outstanding share capital of Frontier Mycology Corp. (“Frontier”).

Frontier, through its website MushroomNews.Org, is a compilation of the globe’s top mushroom news, providing compelling content, such as news and media coverage, financial analysis and relevant research on both functional and psychedelic mushrooms.   Frontier’s objective is to reduce the stigma towards psychedelic medicines by providing information and transparency on all aspects of the psychedelic industry, and to drive the psychedelics industry into the forefront of modern medicine. In addition to being a trusted information source in the psychedelics’ space, Frontier also embodies a  an e-commerce platform, with a growing selection of legal functional mushroom products.

Joel Shacker, CEO of the Company stated, “This acquisition further expands our presence in the psychedelic space, by allowing us access to potential investors who utilize this website as a tool for keeping up to date on this growing industry. The direct-to-consumer ecommerce platform for functional mushrooms, also allows the company to generate sales to consumers, who can then be converted to different products as the legalization of psychedelics progresses.”

Transaction Structure

The Transaction was completed pursuant to a share purchase agreement among the Company, Frontier and the shareholders of Frontier (the “Definitive Agreement”) dated effective August 16, 2021.  Pursuant to the Definitive Agreement, and in consideration for the acquisition of Frontier, the Company has issued 666,666 common shares and 634,920 share purchase warrants entitling the holders to acquire a further 634,920 common shares of the Company at a price of $6.50 per share until August 17, 2023.

The Company is at arms-length from Frontier and its shareholders.  The Transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning applicable securities laws and the policies of the Canadian Securities Exchange.  In connection with completion of the Transaction, the Company has issued 17,964 common shares to certain third-parties who provided administrative services necessary to complete the Transaction.

ABOUT CORE ONE LABS INC.

Core One is a biotechnology research and technology life sciences enterprise focused on bringing psychedelic medicines to market through novel delivery systems and psychedelic assisted psychotherapy. Core One has developed a patent pending thin film oral strip (the “technology”) which dissolves instantly when placed in the mouth and delivers organic molecules in precise quantities to the bloodstream, maintaining excellent bioavailability. The Company intends to further develop and apply the technology to psychedelic compounds, such as psilocybin. Core One also holds an interest in medical clinics which maintain a combined database of over 275,000 patients. Through these clinics, the integration of its intellectual property, R&D related to psychedelic treatments and novel drug therapies, the Company intends to obtain regulatory research approval for the advancement of psychedelic-derived treatments for mental health disorders.

CORE ONE LABS INC.

Joel Shacker

Chief Executive Officer

FOR FURTHER INFORMATION:

Email: info@core1labs.com

Telephone: 1-866-347-5058

FOLLOW US:

Website: https://core1labs.com/

Twitter: https://twitter.com/Coreonelabs

Facebook: https://www.facebook.com/Core-One-Labs-Inc-100969251278277/

LinkedIn: https://www.linkedin.com/company/core-one-labs

Instagram: https://www.instagram.com/coreonelabsinc/

CAUTIONARY DISCLAIMER STATEMENT

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company’s limited operating history and the need to comply with strict regulatory regulations.  Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

In addition, psilocybin is currently a Schedule III drug under the Controlled Drugs and Substances Act (Canada) and it is a criminal offence to possess substances under the Controlled Drugs and Substances Act (Canada) without a prescription or authorization. Health Canada has not approved psilocybin as a drug for any indication. Core One does not have any direct or indirect involvement with illegal selling, production, or distribution of psychedelic substances in jurisdictions in which it operates. While Core One believes psychedelic substances can be used to treat certain medical conditions, it does not advocate for the legalization of psychedelics substances for recreational use. Core One does not deal with psychedelic substances, except within laboratory and clinical trial settings conducted within approved regulatory frameworks.

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Red Light Holland will acquire 51% stake in Acadian Exotic Mushrooms Ltd.

Red Light Holland to Partner with Leading Fresh and Dried Mushroom Producers on East Coast Facility

Red Light Holland Corp. (TRIP), an Ontario-based company that sells truffles in the Netherlands, will acquire 51% of Acadian Exotic Mushrooms Ltd. (AEM), a mushroom production facility that is expected to produce 5,000 lbs of Shiitake mushrooms per week. Red Light Holland’s CEO, Todd Shapiro is excited to have another revenue generating farm, which has potential to serve as a psilocybin production site in the future. Shapiro envisions throwing concerts on the land, a 4 acre plot in Eel River Crossing, New Brunswick.

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