TSX VENTURE COMPANY
XCYTE DIGITAL CORP. ("XCYT")
[formerly GHP Noetic Science-Psychedelic Pharma Inc. ("PSYF.P")]
BULLETIN TYPE: Qualifying Transaction - Completed/ New Symbol, Name Change and Consolidation, Private Placement - Non-Brokered and Reinstated for Trading
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing GHP Noetic Science-Psychedelic Pharma Inc.'s (the "Company") qualifying transaction (the "Transaction") described in its filing statement dated October 31, 2023 (the "Filing Statement"). As a result, at the opening on Wednesday, November 15, 2023, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:
The Company has acquired all of the issued and outstanding shares of Xcyte Digital Corp. (the "Target") and issued 2,400,000 Subordinate Voting Shares (the "SVS") and 5,680 Multiple Voting Shares ("MVS") in the capital of the Company to the existing shareholders and service providers of the Target (not including the securities issued in the private placement, as defined below). Please refer to the Capitalization section for the terms of the MVS.
Name Change and Consolidation
Pursuant to resolutions passed by the Company's shareholders on August 8, 2023, the Company has consolidated its common shares on a 1 new for each 1.25 old basis, and re-designated the post-consolidation common shares into SVS. The Company also created a class of MVS. The name of the Company has also been changed to Xcyte Digital Corp.
Effective at the opening Wednesday November 15, 2023, the SVS of Xcyte Digital Corp. will commence trading on TSX Venture Exchange, and the common shares of GHP Noetic Science-Psychedelic Pharma Inc. will be delisted.
Private Placement - Non-Brokered
Concurrent with the completion of the Transaction, the Company completed a non-brokered private placement (the "Private Placement") of (a) units ("SVS Units") comprised of one SVS and one-half of one share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable into one SVS until November 9, 2026 at an exercise price of $0.50 per SVS; and (b) units ("MVS Units") comprised of one MVS and 5,000 Warrants and as a result issued the following securities:
Number of SVS: 600,000 SVS
Purchase Price: $0.25 per SVS Unit
Number of MVS: 1,647 MVS
Purchase Price: US$1,900 per MVS Unit
Warrants: There are 8,535,000 SVS purchase warrants to purchase 8,535,000 SVS
Warrant Exercise Price: $0.50 for each SVS until November 9, 2026
Number of Placees: 4 placees
Insider / Pro Group Participation:
Placees # of Placee (s) Aggregate # of Units
Aggregate Existing Insider Involvement: N/A N/A
Aggregate Pro Group Involvement: N/A N/A
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
The Company issued a news release dated November 9, 2023 confirming the closing of the private placement and Transaction.
Post - Consolidation
Corporate Jurisdiction: Ontario
Capitalization:
Unlimited number of SVS with no par value of which 10,999,999 SVS are issued and outstanding (Listed).
Unlimited number of MVS with no par value of which 7,327 MVS are issued and outstanding (Unlisted). Each MVS is convertible into 10,000 SVS and each MVS is entitled to vote on an as-converted basis with the SVS with 10,000 votes per MVS.
Escrow: 1,200,000 SVS and 5,680 MVS subject to an escrow term of 36 months and another 4,000,000 SVS subject to an escrow term of 18 months
Transfer Agent: TSX Trust Company
Trading Symbol: XCYT (new)
CUSIP Number: 983989104 (new)
For further information, please refer to the Company's Filing Statement dated October 31, 2023.
The Resulting Issuer is classified as a "Computer Systems Design and Related Services" company (NAICS 5415).
Reinstated for Trading
Effective at the opening on Wednesday, November 15, 2023, trading will be reinstated in the securities of the Company.
Company Contact: Randy Selman, CEO & Director
Company Address: Suite 3400, 100 King Street West, Toronto, Ontario, Canada M5X 1A4
Company Phone Number: (954) 890-0643
Company Email Address: rselman@xcytedigital.com
Company Website: https://xcytedigital.com
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