Psytech will merge with Wesana; Mycotopia shareholders will

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

According to a press release issued by Wesana Health Holdings, Inc., Tovana Clinics, renamed Wesana Clinics, is a chain of integrated mental health clinics run by psychiatrists focused on the delivery of quality psychiatric care, including therapy at ketamine, while preparing for the administration of other psychedelic therapies as they become available. The Wesana clinical network currently includes two flagship clinics, another under construction is expected to open in the third quarter and two more in the acquisition process which are expected to become Wesana Clinics in the third quarter. The number of clinics will increase after acquisition to approximately 12 clinics over 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 comprehensive, current, and peer-accepted psychedelic therapy protocols and best clinical practice. PsyTech Connect also offers 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 psychiatric practitioners across the country and provide them with tools to manage, understand and personalize their patient care through its new data-driven therapeutic model. and informed by the latest neuroscience, diagnostic tools and psychedelic best practices.

transaction details

The Transaction will be completed through a tripartite merger between PsyTech, Wesana and a wholly owned subsidiary of Wesana. The transaction will involve the issuance of approximately 7.4 million Wesana subordinate voting shares in consideration for the acquisition (the “Counterpart Shares”).

The Transaction has been unanimously approved by the board of directors of Wesana and the board of directors of PsyTech. Closing of the Transaction is subject to customary closing conditions for a transaction of this nature, including, among others, obtaining by PsyTech the required shareholder approval at a special meeting of PsyTech shareholders called to consider the Transaction (the “PsyTech Assembly”). . The Transaction is expected to close in the third quarter of 2021.

The Transaction will require the approval of 66 2/3% of the votes cast by the shareholders of PsyTech 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”) under which, among other things, they have agreed to vote all shares held by them in favor of the Operation during the PsyTech Meeting, under the terms and subject to the conditions set out in the Support Agreements.

In addition, it is a condition on the closing of the Transaction that the shareholders of PsyTech holding approximately 77% of the shares of PsyTech, on a fully diluted basis, have entered into blocking agreements with Wesana under which: (a) 20% the Remuneration Shares received by each of these blocked shareholders will be exempt from any contractual transfer restriction imposed by Wesana; and (b) 80% of the counterpart shares received by each blocked shareholder will be subject to contractual transfer restrictions, such counterpart shares to be released from these transfer restrictions monthly over a period of one year from the date of transfer. Closing of the Transaction (i.e. in monthly increments of 6.66% from the date which falls one month from the closing date of the Transaction).

It is expected that certain US shareholders of PsyTech will elect and agree to receive Wesana multiple voting shares in lieu of Wesana subordinate voting shares (on the basis of one multiple voting share per 50 Subordinate Voting Shares) that they would otherwise have 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 further details to its shareholders as they become available.

About Mycotopia Therapies

Mycotopia Therapies Inc. provides psychedelic therapies through technology-driven, data-driven, medicine-based solutions for people with anxiety, depression, bipolar disorder, PTSD, ADHD, autism and outbuildings. With the primary goal of helping you heal and get your life back in hand, Mycotopia Therapy strives to guide individuals through their healing journey. This is accomplished by gaining an understanding of the causes and work on mental wellness through enhanced psychedelic psychotherapy, integrated with a professional team of mental wellness practitioners and cutting edge technology. Psychedelic therapy is a holistic and spiritual approach to healing and has been proven to work for many years. The company operates as a subsidiary of EHAVE, Inc. Additional information about Mycotopia Therapy is available 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 to better understand, protect and improve neurological health and performance. Through extensive clinical research and academic partnerships, Wesana Health develops evidence-based formulations and protocols, including psilocybin-based therapies, that empower patients to overcome neurological, psychological and mental health disorders. Learn more at www.wesanahealth.com.

About PsyTech Inc.

PsyTech combines a robust psychedelic therapeutic community with integrative mental health care delivery and tools for new modalities of care. A leader in the development of data-driven tools that enable physicians to gain insight into patient well-being and best clinical practice, PsyTech integrates adoption of psychedelic-assisted therapies by promoting and delivering therapy safe and effective, fighting stigma and accelerating innovation. For more information, please visit psytechglobal.com.

Disclaimer regarding forward-looking statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be preceded by the words “intention”, “may”, “will”, “plans”, “expects”. what, “” 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 control of the Company, and cannot be predicted or quantified and, therefore, actual results may differ materially from those expressed or implied by such statements prospective: (i) the launch, timing, progression and results of the Company’s research, manufacturing and development efforts; (ii) the Company’s ability to advance its products to successfully complete the development and commercialization ; (iii) the manufacture, development, marketing and market acceptance of the Company’s products; (iv) lack of sufficient funding to finance product development and business operations; (v) competitive companies and technologies within the Company’s industry and the introduction of competitive products; (vi) the Company’s ability to establish and maintain corporate collaborations; (vii) loss of key management personnel; (viii) the extent of protection that the Company is able to establish and maintain for intellectual property rights covering its products and its ability to conduct business without infringing the intellectual property rights of others; (ix) potential non-compliance with applicable health information privacy and security laws and other federal and state privacy and security laws; and (x) the difficulty of predicting the actions of the US 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, except as required by law. More detailed information about the Company and the risk factors that may affect the making of forward-looking statements are contained under the heading “Risk Factors” in the registration statement of Mycotopia Therapies, Inc. 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.

Media Investigations and Investor Relations:

Gabe Rodriguez

Email: [email protected]

Telephone: (623) 261-9046


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