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LOVE Pharma Announces Closing of Microdoz Therapy Acquisition

LOVE Pharma Announces Closing of Microdoz Therapy Acquisition

VANCOUVER, BC, CANADA (May 13, 2022) – LOVE Pharma Co. (“LOVE” and or “The Company”)(CSE: LUV) (FSE: G1Q0), is pleased to announce that it has completed its acquisition (the “Acquisition”) of MicroDoz Theraphy Inc. (“MicroDoz”) (as originally disclosed in a press release on November 23, 2021 and as updated on March 3, 2022).

Under the terms of the share exchange agreement (the “Share Exchange Agreement”) entered into among the Company, MicroDoz and the MicroDoz shareholders (the “MicroDoz Shareholders”), the Company will issue a total of 20,000,000 common shares of Love (the “Love Shares”) on a pro-rata basis at a deemed price of CAD $0.05 per Love Share for aggregate proceeds of CAD $1,000,000 and the current share price of the company as of todays date is $0.01 representing a discounted purchase price.

Upon closing of the Acquisition the Company issued to the MicroDoz Shareholders, on a pro-rata basis, 10,000,000 Love Shares in accordance with the Share Exchange Agreement. The remaining 10,000,000 Love Shares are subject to the fulfillment of certain milestones over a two (2) year period. In the event that the milestones are not met the Company will have no obligation to issue any further Love Shares and the total aggregate consideration for MicroDoz will be decreased accordingly. All Love Shares issued as part of the Acquisition will be subject to a resale restricted period of four months from the date of issuance and will bear a restrictive legend to this effect.

Lucas Corrubia, Co-founder of Microdoz and PhD Candidate, stated: “We are very pleased to finalize this transaction and join forces with Love Pharma.  We believe the combination of these two companies represents an exciting synergy in the promotion of mental wellness and development of novel therapies for mental health disorders”.

Zach Stadnyk, Love Pharma CEO, stated “This is a milestone achievement for the company to now be working on in partnership with researchers at Johns Hopkins, the worlds’ leading institution for psychedelic research, developing therapies for mental health disorders. We look forward to updating our shareholders and stakeholders as we achieve landmarks throughout this two-year partnership and ultimately commercialize the potential findings.”

About Love Pharma Inc.

With a focus on the global sexual Health and Wellness markets, Love Pharma Inc. (CSE: LUV) (FSE: G1Q0) was founded in 2020, with a mission to bring to market innovative products that enhance sexual health and wellness while providing an improved quality of life. Love Pharma holds exclusive licenses to produce market, package, sell, and distribute patent-protected therapeutic and pharmaceutical products throughout Europe, the United Kingdom, and North America.

The securities described herein to be issued in the Acquisition will be offered and sold in reliance upon available exemptions from the registration requirements under the U.S. Securities Act and have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may only be re-offered or re-sold in the United States pursuant to registration under the U.S. Securities Act and all applicable state securities laws or in compliance with the requirements of an applicable exemption therefrom.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

 Investor Relations

Telephone: 1 (604) 343-2977

E-mail: investors@love-pharma.com

www.love-pharma.com

Cautionary Statement in Forward‐Looking Information

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this release may constitute “forward–looking statements” or “forward-looking information” (collectively “forward-looking information”) as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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LOVE Pharma Updates Microdoz Proposed Acquisition With Global Leader in Psychedelic Research

LOVE Pharma Updates Microdoz Proposed Acquisition With Global Leader in Psychedelic Research

  • This comprehensive study relating to the potential of psilocybin assisted treatment for cannabis use disorder will help to establish consumer confidence and differentiate LOVE Pharma treatments in the marketplace
  • The World Health Organization notes that Cannabis is the “most commonly used psychoactive substance under international control, and that there is increasing demand of treatment for cannabis use disorders”1

VANCOUVER, BC, CANADA (March 3, 2022) – LOVE Pharma Co. (“LOVE” and or “The Company”)(CSE: LUV) (FSE: G1Q0), the Company is pleased to announce updated details on the proposed Microdoz Therapy acquisition (originally announced in a press release on November 23, 2021), whereby Microdoz has engaged exclusively with researchers at Johns Hopkins University, the top psychedelic center in the World, located in the eastern United States, to conduct a landmark study into the potential of psilocybin assisted treatment of cannabis use disorder. The company looks forward to working with the university and research experts on the study and, ultimately, licensing and commercializing the intellectual property developed by the landmark study.

“This is a significant opportunity to develop treatments with efficacy for people who are today subject to Cannabis Use Disorder and those who will become subject to it in the future,” said Mr. Zach Stadnyk, Love Pharma CEO. “The U.S. cannabis industry is forecast to surpass $41 billion by 20252, and the National Institute on Drug Abuse has released research suggesting 9% – 30% of people using cannabis may develop cannabis use disorder3, so we see an opportunity where Love can help people facing this disorder along with our research partners, while at the same time developing a lucrative market for treatment that will benefit our shareholders.”

Lucas Corrubia, Co-founder of Microdoz and PhD Candidate, stated: “the Hopkins team has paved the way for clinical psychedelic therapy research, and we are optimistic in working with their successful research team to develop a new therapy for cannabis abuse, and develop a long-lasting relationship with the global leader in medical research sciences”.

Through the planned acquisition of Microdoz, partnering with the university to conduct this comprehensive study relating to the potential of psilocybin assisted treatment for cannabis use disorder will help to establish consumer confidence and guide the development and use of psilocybin product development and application.  As a result, LOVE will continue to develop innovative products that establish new consumer applications. Science and efficacy are paramount to the LOVE Pharma strategy, as indicated by the Company’s research initiative to take place at Johns Hopkins. We look forward to completing this clinical study and licensing the intellectual property produced from it and, eventually, commercializing the prospective findings furthering our footprint in the bourgeoning psychedelics for therapeutic use space going forward and delivering value for our shareholders.

Terms of the Deal:

  • $1,000,000 CAD payable in common shares of the company subject to certain escrow provisions pegged to milestone achievements at a deemed price of $0.05 per share
  • 50% payable at closing of the definitive agreement which is anticipated to close in 14 days, subject to final due diligence
  • Remaining 50% will be paid in four equal tranches over a 2-year period subject to the successful completion of certain millstones
  1. https://www.who.int/teams/mental-health-and-substance-use/alcohol-drugs-and-addictive-behaviours/drugs-psychoactive/cannabis
  2. https://www.bloomberg.com/news/articles/2021-06-08/cannabis-addiction-draws-drugmakers-in-search-for-a-treatment
  3. https://nida.nih.gov/publications/drugfacts/marijuana
  4. https://nida.nih.gov/publications/research-reports/marijuana/available-treatments-marijuana-use-disorders

This acquisition is subject to final due diligence, and it is anticipated to close in the coming weeks, for which, there is no guarantee.

In addition, pursuant to the company’s stock option plan, the company has issued 3,000,000 inventive stock options to consultants of the issuer exercisable at a price of $0.05 per share for a period of five (5) years, vesting immediately.

Zachary Stadnyk, CEO and Director

About Love Pharma Inc.

With a focus on the global sexual Health and Wellness markets, Love Pharma Inc. (CSE: LUV) (FSE: G1Q0) was founded in 2020, with a mission to bring to market innovative products that enhance sexual health and wellness while providing an improved quality of life.  Love Pharma holds exclusive licenses to produce market, package, sell, and distribute patent-protected therapeutic and pharmaceutical products throughout Europe, the United Kingdom, and North America.

For further information, please contact:

Investor Relations

Telephone: 1 (604) 343-2977

E-mail: investors@love-pharma.com

www.love-pharma.com

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

Certain statements contained in this release may constitute “forward–looking statements” or “forward-looking information” (collectively “forward-looking information”) as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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Core One Labs Acquires New Path Laboratories

Core One Labs Acquires New Path Laboratories

Vancouver, British Columbia, Canada – December 23, 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 New Path Laboratories Inc. (“New Path”).

Based in British Columbia, New Path is dedicated to the development and licencing of natural health products and dietary supplements incorporating functional mushrooms to help support every day biological functions in the maintenance of good health. New Path’s vertical integration model will allow it to grow, develop, and distribute its natural health products and dietary supplements from spore to sale. New Path’s equipment and infrastructure along with its proprietary mycelium process allow for the low-cost production of its products.

New Path currently has two retail components, Nue Mindset and Forest Garden Mushrooms, both of which specialize in functional, non-psychedelic, mushroom products. Nue Mindset, which is currently awaiting Health Canada’s Natural Health Product Number approval, produces a Lion’s Mane mushroom powder infused with Vitamin B3, to assist in improving cognitive function. The Lion’s Mane mix has received pre-orders from both local and online retail outlets. Concurrently, Forest Garden produces an immune boosting capsule line made from Chaga, Cordyceps, Reishi, Maitake and Lion’s Mane mushrooms. New Path also manufactures a simple to use and easy to distribute Lion’s Mane mushroom grow kit. Forest Garden plans to sell its products through Nue Mindset’s already established retail channels.

Medicinal mushrooms are ranked as a Top 10 Food Trend by Whole Foods. They have been used as a health aid, mainly in eastern medicine, for over 2000 years. At present, functional mushrooms such as Chaga, Lion’s Mane, Reishi, Maitake, Cordyceps and Turkey Tail are quickly becoming the latest superfood trend. Mushrooms act as antibacterial immune system enhancers and help to improve brain health and increase cognitive abilities. Functional mushrooms contain important bioactive compounds and can even help to lower cholesterol. Importantly, animal studies have also suggested that compounds in the functional mushroom Chaga have shown to selectively kill cancer cells and help stimulate the immune system. These benefits along with proactive health care and plant-based lifestyle changes suggest that it can be expected that North America will witness significant growth in the functional mushroom market.

Joel Shacker, CEO of the Company stated, “This acquisition further extends the Company’s presence in the functional mushrooms space and also will allow the Company to generate sales revenue by virtue of adding retail distribution channels to its business model and reach an exponentially growing consumer base.”

Transaction Structure

The Transaction was completed pursuant to a share purchase agreement among the Company, New Path and the shareholders of New Path (the “Definitive Agreement”) dated effective December 22, 2021. Pursuant to the Definitive Agreement, and in consideration for the acquisition of New Path, the Company has issued 5,700,000 common shares (the “Consideration Shares”). The Consideration Shares are subject to a voluntary pooling arrangement during which time the holders are restricted from trading the shares. The Consideration Shares will be released from the arrangement in four equal tranches over a period of nine-months with the first tranche being released upon closing of the Transaction and each subsequent tranche every three months thereafter.

The Company is at arms-length from New Path 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 114,500 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 science 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, 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, research and development 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 MORE INFORMATION, PLEASE CONTACT:
info@core1labs.com
1-866-347-5058

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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LOVE Pharma (LUV) To Acquire Microdoz Therapy Inc. To Expedite Study Of Psilocybin Assisted Treatment Of Cannabis Use Disorder

LOVE Pharma (LUV) To Acquire Microdoz Therapy Inc. To Expedite Study Of Psilocybin Assisted Treatment Of Cannabis Use Disorder

LOVE Pharma (LUV) signed a letter of intent to acquire Microdoz Therapy Inc. to accelerate a psilocybin trial for cannabis use disorder. Seems ironic considering that the company also sells THC and CBD oral strips!

 

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Wesana Health Announces Closing of PsyTech Acquisition

Wesana Health Announces Closing of PsyTech Acquisition

Company also provides update on potential U.S. listing

CHICAGO and TORONTO, Sept. 09, 2021 (GLOBE NEWSWIRE) — Wesana Health Holdings Inc. (“Wesana” or the “Company”) (CSE: WESA; OTCQB: WSNAF), an emerging data driven life sciences company focused on developing innovative approaches for better understanding, protecting and improving neurological health and performance, including through the advancement of psychedelic medicines, today announced the closing on September 8, 2021 of its acquisition of Psychedelitech Inc., also known as PsyTech (the “Transaction”).

“The team at PsyTech has developed a leading platform for the treatment of neurological health that significantly accelerates Wesana’s technical capabilities and go-to-market strategy,” commented Daniel Carcillo, Chief Executive Officer of Wesana Health. “With the closing of this acquisition and having the additional bench strength of the PsyTech team, we are one large step closer to accomplishing our goal of improving neurological health and performance of patients across the United States.”

As this transaction closes, Wesana is also pleased to announce that it has started the process of applying to list its subordinate voting shares on a US national stock exchange. “With the acquisition of PsyTech, we are effectively positioning ourselves to play a major role in the future of psychiatric and neurological medicine,” said Chad Bronstein, Co-Founder and Executive Chairman of Wesana Health.

The acquisition of PsyTech as a wholly owned subsidiary of Wesana will add three major components that will expand and enhance Wesana’s current business:

Wesana Clinics
Tovana Clinics, now Wesana Clinics, is a chain of psychiatrist-led integrated mental health clinics focused on delivering quality psychiatric care, inclusive of ketamine therapy, while also preparing for the delivery of other psychedelic therapies as they become available. The Wesana clinical network currently includes two flagship clinics located in Illinois with another under construction slated to open in the first quarter of 2022 and two more in the acquisition process, which if acquired are forecasted to become Wesana Clinics in the fourth quarter of 2021.

Wesana Solutions
Tovana Solutions, now Wesana Solutions, is a medical-grade clinical SaaS platform focused on improving mental healthcare through facilitating access to leading edge clinical protocols and tracking their efficacy. In concert with EMRs and practice management systems, Wesana Solutions is intended to be used in clinics delivering psychedelics and related therapies, targeting the developing international psychiatric clinic and research market. Wesana Solutions will begin clinical deployment in the first quarter 2022 and will help Wesana gather and process comprehensive neurological data about patient response to various compounds and protocols under investigation.

PsyTech Connect
PsyTech Connect is a leading community for the clinical use of psychedelics with over 8,000 actively engaged professionals and has become a respected resource for psychedelic therapy protocols and clinical best practices. PsyTech Connect also features the annual PsyTech Summit, a premier psychedelic conference that averages over 2,200+ attendees. Through PsyTech Connect, Wesana will be able to develop relationships with leading edge psychiatric practitioners across the world and provide them with tools for managing, understanding, and personalizing care for their patients through its new data-driven therapeutic model informed by the latest neuroscience, diagnostic tools, and psychedelics best practices.

Hayim Raclaw, CEO of PsyTech, commented: “The aligned vision between Wesana and PsyTech make this transaction a winning combination in being able to provide an end-to-end solution aimed at improving our patients’ lives. We see this transaction as only the beginning and look forward to continuing to build out Wesana Clinic locations; scale Wesana Solutions to clinics across the country; and grow the audience of PsyTech Connect in the coming months.”

Transaction Details
The Transaction was completed by way of a three-cornered amalgamation between PsyTech, Wesana and a wholly-owned subsidiary of Wesana. PsyTech’s pending acquisition of its two flagship mental health clinics located in Illinois was also completed shortly after the Transaction. In connection with such transactions, Wesana issued approximately 7.4 million subordinate voting shares of Wesana as acquisition consideration, provided that certain U.S. shareholders of PsyTech have elected and agreed to receive multiple voting shares of Wesana in lieu of subordinate voting shares of Wesana (on the basis of one multiple voting share for every 50 subordinate voting shares) that they would have otherwise received (collectively, the “Consideration Shares”).

Additionally, lock-up agreements in respect of approximately 78% of such Consideration Shares (the “Subject 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, with such Subject Shares released from such transfer restrictions monthly over a one-year period from the date of closing the Transaction (i.e. in 6.66% monthly increments commencing on the date that is one month from the date of closing the Transaction).

The Transaction was previously announced by the Company on July 13, 2021. For further details as to the Transaction and PsyTech, please refer to the Company’s annual information form dated September 3, 2021, filed on the Company’s profile on SEDAR at www.sedar.com.

Executive Changes

In order to deeply integrate PsyTech’s business within Wesana Health, 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. Dr. Abid Nazeer, the prior owner of the two acquired clinics, will assume the role of Chief Medical Officer at Wesana. Dr. Stephan Bart, who previously held that role, will transition to leading Wesana’s Scientific Advisory Board.

We are also pleased to announce that Jeffrey T. Jewell has been promoted to the Head of Medical and Scientific Affairs (MSA) and will be responsible for corporate medical affairs including medical strategy, scientific communications, and medical science liaison activities to help advance the company’s portfolio of investigational treatments of neurological health and performance

About Wesana Health
Wesana Health is an emerging life sciences company championing the development of innovative approaches for better understanding, protecting and improving neurological health and performance. Through extensive clinical research and academic partnerships, Wesana Health is developing evidence-based formulations and protocols, including psilocybin-based therapies, that empower patients to overcome neurological, psychological and mental health ailments. Learn more at www.wesanahealth.com.

About PsyTech
PsyTech combines a robust psychedelic therapeutic community with integrative mental healthcare delivery and enabling tools for novel modalities of care. A leader in the development of data-driven tools that allow physicians insight into patient well-being and clinical best practices, PsyTech is mainstreaming the adoption of psychedelic-assisted therapies through the promotion and delivery of safe and effective therapy, combating stigma, and accelerating innovation. For more information, please visit psytechglobal.com.

Forward-Looking Information and Statements

This press release contains “forward-looking information” within the meaning of applicable securities laws with respect to the Company, including, but not limited to: expectations for the effects of the proposed Transaction, including the potential expansion of the clinic platform of the Company upon completion of the Transaction, expectations regarding the markets to be entered into by the Company as a result of completing the Transaction, the ability of the Company to successfully achieve its business objectives as a result of completing the Transaction, expectations regarding the method by which future revenue is generated, the Company’s application to list on a US national exchange and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, financial position, operational or financial performance or achievements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: development costs remaining consistent with budgets; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; stability in capital goods markets; the level of demand for the Company’s products and services; the ability of the Company to be successful in its research and development initiatives; the Company’s successful listing on a US national exchange; and the availability of third party service providers and other inputs for the Company’s operations. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

Furthermore, such forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, financial position, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, financial position, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: research and development of drugs targeting the central nervous system (“CNS”) being particularly difficult; failure to comply with health and data protection laws and regulations; delays in clinical testing resulting in delays in commercializing; inability to file investigational new drug applications to commence clinical trials in a timely manner; difficulty enrolling patients in clinical trials; competition from other biotechnology and pharmaceutical companies; violations of laws and regulations resulting in repercussions; psychedelic inspired drugs possibly never being approved as medicines; regulatory or political change; maintaining and enhancing reputation and brand recognition; reliance on third parties to plan, conduct and monitor preclinical studies and clinical trials; requirements of commercial scale and quality manufactured drug supply; negative results from clinical trials or studies of others; negative operating cash flow and going concern; the detrimental impact of future losses and negative cash flow from operations; requirements for additional capital; lack of product revenue; unfavourable publicity or consumer perception; not achieving publicly announced milestones; reliance on the capabilities and experience of key executives and scientists; disruptions due to acquisitions or collaborations; risk of product liability claims; COVID-19; litigation; conflicts of interest; limited operating history; exposure to the fluctuation of foreign exchange rates; enforcement of judgments and effecting service of process on directors and officers; ability to protect intellectual property; changes in patent law; requirements to share intellectual property with service providers; the Company’s ability to successfully list on a US national exchange; general economic, market and business conditions, other risks factors including those found in the Company’s annual information form dated September 3, 2021 filed on the Company’s profile on SEDAR at www.sedar.com and discussed in the Company’s other public filings available on SEDAR. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is provided and made as of the date of this news release and the Company does not undertake any obligation to revise or update any forward-looking information other than as required by applicable law.

For more information, please contact:

Investor Contact:
Keenan Gentry
Email: IR@wesanahealth.com
Phone: 773-236-7972

Media Contacts:
Nick Opich / Fallon Carter
KCSA Strategic Communications
Email: Wesana@kcsa.com
Phone: 212-896-1206

Matthew Cossel
KCSA Strategic Communication
Email: psytech@kcsa.com
Phone: 347-487-7704


Primary Logo

Source: Wesana Health

Released September 9, 2021

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Red Light Closes Acquisition of Mera Life Sciences and Files Quarterly Financial Statements

Red Light Closes Acquisition of Mera Life Sciences and Files Quarterly Financial Statements

Toronto, Ontario–(Newsfile Corp. – August 31, 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 its financial results for the quarter ended June 30, 2021 (“Q1FY22”) have been filed on SEDAR. Separately, the Company has closed its previously announced acquisition of Mera Life Sciences (“Mera”).

Financial Statements

The Company is pleased to announce that its annual financial statements for the quarter ended June 30, 2021 are now available on SEDAR and highlights key data points below:

– Q1 FY22 revenue grew 521% over Q4 FY2, to $595,137

– Cash balance remains healthy, in excess of $29 million

– Company remains committed to identifying and executing M&A transactions within psychedelics and recreational THC markets

“I’m so proud of our team for another great quarter. This is the second quarter in a row we have grown revenues by over 500%, and growing our revenues on a quarterly basis remains a core focus of our business in becoming a revenue focused Psychedelic Company,” said Todd Shapiro, CEO and Director of Red Light Holland. “As well, our team remains razor focused on identifying and executing additional M&A transactions in both the psychedelics and recreational THC sectors, and we hope to bring additional deals to the market over the coming months with counterparties that exhibit material revenue capabilities and cautious spending habits.”

Mera Life Sciences

Shapiro added: “Separately, we have also completed the acquisition of Mera and its coveted psychedelic licenses in St. Vincent and the Grenadines. We have renamed Mera to Scarlette Lillie Science and Innovation, which allows for us to carefully pursue financially disciplined high quality psychedelic product research and development, open up treatment clinics, cultivate, extract and process, and export not just Psilocybin, but other compounds such as Ayahuasca, MDMA, DMT, Peyote, Ketamine and many other natural based plants. Red Light Holland can now explore the inner molecular worlds of multiple plant species, including a variety of psychedelics potentially putting us in a position to discover novel clinical applications for a variety of natural psychedelics. We hope to be on the frontier of natural plant based drug discovery while being in control of the inner workings including staffing, budgeting and a synergistic company culture.”

“Working through the Mera acquisition with the various stakeholders involved has been a really fantastic experience,” said William Lay, EVP and Chief Strategy Officer of Red Light Holland. “I’m really excited for Red Light to take advantage of such a comprehensive applied science landscape to further its initiatives within the Scarlette Lillie Sciences and Innovation division, and to continue pursuing attractive M&A opportunities.”

Hon. Minister Saboto Ceasar, Minister of Agriculture, Forestry, Fisheries, Rural Transformation Industry and Labor of St. Vincent and the Grenadines added: “We welcome Red Light Holland and Scarlette Lillie Sciences and Innovation as one of the Pioneer Licensees in St. Vincent and the Grenadines’ modern medicinal wellness industry. Our mantra is that this industry ‘begins and ends with science’. This important event demonstrates that our legal framework and wide range of protocols will make St Vincent and the Grenadines an enviable business and research destination for serious scientists and psychedelics companies. Red Light Holland is a world-class, professional organization that patiently worked through all details required to ensure a successful and profitable venture. Their CEO Todd Shapiro has invested and established roots here in our country that will flourish into a special partnership. We are excited to work with the entire team as they continue their march forward.”

The Acquisition was completed pursuant to the terms of the definitive agreement (the “Acquisition Agreement”) dated July 29, 2021, pursuant to which Red Light Holland acquired 100% of the issued and outstanding shares of Mera for $2,450,000. The consideration will be comprised of up to 7,000,000 common shares of the Company (the “Red Light Shares”), with each Red Light Share priced at $0.35, representing a 35% premium to the closing price of the Red Light Shares on the Canadian Securities Exchange immediately prior to the closing of the Acquisition. Upon closing of the transaction, the Company issued 700,000 Red Light Shares to the vendor of Mera.

The remaining 6,300,000 Red Light Shares will be released to the vendors based on the achievement of several milestones, which include: the importation of 15,000 grams of iMicrodose truffles to St. Vincent and the Grenadines (“SVG”), governmental authority to rename Mera to Scarlette Lillie Sciences and Innovation, the successful prescription and sale of iMicrodose truffles to at least five patients in SVG or the successful administration of iMicrodose truffles to at least five participants in a scientific study or trial in SVG, the extraction and testing of the iMicrodose truffles, the successful export of iMicrodose truffles from SVG to another jurisdiction, and the final implementation of SVG’s regulatory framework for the psychedelics industry.

Mera currently holds a Medicinal Industry Development License (the “License“) issued by the SVG Bureau of Standards, which permits the research, cultivation, production, development and extraction, import and export, clinical treatment facilities, and prescribed patient access in specifically licensed clinical treatment facilities. The License applies to the following compounds: Tumeric, Aloe Vera, Papaya, Arrowroot, Soursop, Coconut, Ginger, Moringa, Ayahuasca, Mushroom, Iboga, Sassafras, Peyote, Psilocybin, Ibogaine, Dimethyltryptamine (DMT), Mescaline, Ketamine, 3-4 Methylenedioxy – Methamphetamine (MDMA), Lysergic Acid Diethylamide (LSD), 5-Methoxy-N,N-Dimethyltrypotomine (5-MeO-DMT). The Company has worked closely with the SVG government over the last 6 months to assist in the development of the final regulatory framework which will govern the Company’s expected activities in SVG, and has been informed by the SVG government that it expects these regulations, which are in substantially final form, to be signed into law in the near future.

Mera has been renamed Scarlette Lillie Science and Innovation (“SLSI”) and will serve as a key growth driver with respect to its ability to engage in various research and applied science applications.

About Red Light Holland

Red Light Holland 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.

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.

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward- looking statements contained herein include but are not limited to: identify and executing M&A transactions within psychedelics and recreational THC markets; the completion of the conditions with respect to the 6,300,000 Red Light Holland Shares; the signing of the regulations developed in conjunction with the SVG government into law; and the ability of SLSI to drive growth.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the continued commercial viability and growth in popularity of functional mushrooms and/or magic truffles; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; and the ability of the Company to fulfil the listing requirements of the CSE.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the risks associated with the psychedelics industry in general such as operational risks in growing, competition, incorrect assessment of the value and potential benefits of various transactions; the inability of the Company to identify and execute M&A transactions within psychedelics and recreational THC markets; the non-completion of the conditions with respect to the 6,300,000 Red Light Holland Shares; the refusal of the SVG government to sign the regulations developed with the Company into law the inability of SLSI to drive growth; the diversion of management time on transaction-related issues; expectations regarding future investment, growth and expansion of the operations of the businesses; 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 cannabis and magic psychedelics industries, including the global regulatory landscape and enforcement related to cannabis and 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 cannabis and psychedelics industries; 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.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Red Light Holland disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.