Psytech To Merge With Wesana; Mycotopia Shareholders Will Benefit From The Transactions

PsyTech Inc, including the psychiatric therapeutic SaaS platform Tovana Solutions and psychiatric clinical network Tovana Clinics, to become wholly owned subsidiary of Wesana Health as part of definitive agreement

MIAMI, July 14, 2021 (GLOBE NEWSWIRE) — Mycotopia Therapies, Inc., (OTC Pink: TPIA) (“Mycotopia” or the “Company”) announced today that on July 13, 2021 Wesana Health Holdings Inc. (“Wesana”) (CSE: WESA) announced the execution of a definitive agreement to acquire Psychedelitech Inc., also known as PsyTech Inc., for a price of approximately $21 million CAD in Wesana Health stock (the “Transaction”), as further described below. Mycotopia Therapies is a minority shareholder owning less than 10% of Psychedelitech Inc.

According to a press release issued by Wesana Health Holdings, Inc., Tovana Clinics, rebranding as Wesana Clinics, is a chain of psychiatrist-led integrated mental health clinics focused on profitably 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 with another under construction slated to open in Q3 and two more in the acquisition process forecasted to become Wesana Clinics in Q3. The number of clinics will ramp up post-acquisition to an estimated 12 clinics within the next 12 months.

PsyTech Connect is the largest psychedelic therapy community with over 8,000 actively engaged professionals and has become a respected resource for complete, current and peer-accepted 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 country 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.

Transaction Details

The Transaction will be effected by way of a three-cornered amalgamation between PsyTech, Wesana and a wholly-owned subsidiary of Wesana. The Transaction will involve the issuance of approximately 7.4 million subordinate voting shares of Wesana as the acquisition consideration (the “Consideration Shares”).

The Transaction was unanimously approved by the board of directors of Wesana and the board of directors of PsyTech. The closing of the Transaction is subject to customary closing conditions for a transaction of this nature including, among other things, PsyTech obtaining the requisite shareholder approval at a special meeting of PsyTech shareholders to be called to consider the Transaction (the “PsyTech Meeting”). The closing of the Transaction is expected to occur during the third quarter of 2021.

The Transaction will require approval by 66 2/3% of the votes cast by PsyTech shareholders at the PsyTech Meeting. PsyTech shareholders holding at least 67% of the shares of PsyTech, on a fully diluted basis, have entered into support agreements with Wesana (the “Support Agreements”) pursuant to which, among other things, they have agreed to vote all of the shares held by them in favor of the Transaction at the PsyTech Meeting, on the terms and subject to the conditions set forth in the Support Agreements.

Additionally, it is a condition to closing of the Transaction that PsyTech shareholders holding approximately 77% of the shares of PsyTech, on a fully diluted basis, shall have entered into lock-up agreements with Wesana pursuant to which: (a) 20% of the Consideration Shares received by each such locked-up shareholder will be exempt from any contractual transfer restrictions imposed by Wesana; and (b) 80% of the Consideration Shares received by each such locked-up shareholder will be subject to contractual transfer restrictions, with such Consideration Shares to be 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).

It is anticipated that certain U.S. shareholders of PsyTech will elect and agree 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 as Consideration Shares.

Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP are acting for Wesana in connection with the Transaction and Garfinkle Biderman LLP and McDonald Hopkins are acting for PsyTech in connection with the Transaction.

Mycotopia Therapies will provide additional details to its shareholders as they become available.

About Mycotopia Therapies

Mycotopia Therapies Inc. provides psychedelic therapies through technology-focused, data-driven, and medical-based solutions for people dealing with anxiety, depression, bipolar disorders, PTSD, ADHD, autism, and addictions. With a primary focus of helping you heal and reclaim your life, Mycotopia Therapy endeavors to guide individuals through their journey of healing. This is accomplished by acquiring an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing and has shown successful treatment for many years. The company operates as a subsidiary of EHAVE, Inc. Additional information on Mycotopia Therapy can be found on the Company’s website at: https://www.mycotopiatherapies.com.

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 Inc.

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 Statement Disclaimer

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements: (i) the initiation, timing, progress and results of the Company’s research, manufacturing and other development efforts; (ii) the Company’s ability to advance its products to successfully complete development and commercialization; (iii) the manufacturing, development, commercialization, and market acceptance of the Company’s products; (iv) the lack of sufficient funding to finance the product development and business operations; (v) competitive companies and technologies within the Company’s industry and introduction of competing products; (vi) the Company’s ability to establish and maintain corporate collaborations; (vii) loss of key management personnel; (viii) the scope of protection the Company is able to establish and maintain for intellectual property rights covering its products and its ability to operate its business without infringing the intellectual property rights of others; (ix) potential failure to comply with applicable health information privacy and security laws and other state and federal privacy and security laws; and (x) the difficulty of predicting actions of the USA FDA and its regulations. All forward-looking statements included in this press release are made only as of the date of this press release. The Company assumes no obligation to update any written or oral forward-looking statement unless required by law. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is contained under the heading “Risk Factors” in Mycotopia Therapies, Inc.’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission (SEC) on September 24, 2015, as amended, which is available on the SEC’s website, http://www.sec.gov.

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