Mydecine Innovations, NeuroPharm Sign Acquisition Agreement

Mydecine Innovations has entered into a definitive share exchange agreement for the acquisition of 100% of NeuroPharm, a Canadian-based developer of natural psychedelic-based treatments for mental health disorders in the Canadian and United States veteran communities.

NeuroPharm, in collaboration with its strategic partners, is deploying evidence-based medicine in the establishment of psychedelic-based therapies addressing the unmet needs of high-risk constituents. NeuroPharm is focused on developing unique and proprietary technologies to treat various mental health conditions frequently experienced by veterans and frontline workers such as PTSD, depression, addiction, anxiety, and panic disorders as well as migraine and cluster headaches.

NeuroPharm's management team is composed of critically acclaimed scientists and military personnel boasting extensive drug development experience and deep, embedded relationships within the Canadian and U.S. militaries. It has established valuable partnerships with leading research organizations in both North America and the EU, and is poised to initiate a series of unique clinical trials this summer.  In conjunction with a preeminent university in the EU, NeuroPharm will be initiating veteran-based clinical trials for the treatment of PTSD with microdosed MDMA/psilocybin formulations.  This inceptive trial will serve as the basis for follow-on trials conducted in Canada and the United States. NeuroPharm's veteran focus allows for fast-track "adaptive pathways" which should significantly reduce time to market.

"According to recent published data, as many as 20 veterans on average commit suicide per day in the U.S. alone, and, to me, this is a heart-breaking staggering statistic that unfortunately is overlooked by so many. We owe everything to our veterans, EMS and frontline personnel, yet the best solutions for their long-term mental health are currently non-existent. Aligning ourselves with the amazing team at NeuroPharm affords us the ability to make a positive change. Myself and the rest of the Mydecine team are truly honoured to be a part of this effort to finally make a difference and we are incredibly excited about what we will all accomplish together," said Josh Bartch, CEO of Mydecine.

Mydecine and NeuroPharm will focus on an integrated health and wellness research strategy and the development of products underpinned by therapies to assist veterans with mental health issues.

Pursuant to the terms of the Share Exchange Agreement, Mydecine will acquire 100% of the issued and outstanding shares of NeuroPharm in exchange for 9,000,000 common shares in the capital of Mydecine at a deemed value of $0.70 per Payment Share. The Payment Shares issued for seed shares of NeuroPharm shall be subject to restrictions on resale for a period of 24 months from closing of the Acquistion, and shall be released in four 25% tranches. The balance of the Payment Shares issuable to NeuroPharm shareholders shall be subject to restrictions on resale for a period of 60 days from closing of the Acquisition.

Additionally, Mydecine shall also issue 10,000,000 performance warrants that will be provided to designated officers, employees, and consultants of NeuroPharm and shall vest in tranches upon: (i) the successful completion of up to six clinical trials designed to study psilocybin in Veterans suffering from PTSD; and (ii) upon the filing by NeuroPharm of up to five patent applications in Canada and/or the United States relating to the business of NeuroPharm.

Following closing, NeuroPharm shall have the right to immediately nominate one director to the board of directors of Mydecine, and in respect of subsequent three annual meetings of the shareholders of Mydecine following closing, nominate up to two individuals for inclusion on the slate of nominees in the management information circular of Mydecine relating to the election of directors.

Pursuant to the Share Exchange Agreement, Mydecine shall allot and advance operating funds of $500,000 to NeuroPharm upon closing and has agreed to fund further capital requirements of NeuroPharm for the 18-month period following closing.

Mydecine will pay a finder's fee in connection with the Acquisition to an arm's length third party payable in common shares of Mydecine at a deemed price per share equal to $0.70.