Universal Ibogaine Inc. — Capital/Financing Update 2021

Oct 30, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Obligations

1. Names of the parties to the transaction:

P Squared Renewables Inc. (“ PSQ ”) Universal Ibogaine Inc. (“ UI ”) 1266855 B.C. Ltd. (“ Subco ”) Clear Sky Recovery Solutions Inc. (“ Amalco ”)

2. Description of the transaction:

Universal Ibogaine Inc.(formerly P Squared Renewables Inc.) announced closing of its Qualifying Transaction (the “ QT” or the “ Transaction ”) and receipt of the Final Bulletin from the TSX Venture Exchange (“ TSXV ”) on October 1, 2021. The three main components of the Transaction involved the closing of a $6 million concurrent financing (the " Offering "), the acquisition of the Kelburn Clinic, and a three cornered amalgamation and share exchange effective August 31, 2021 (the “ Amalgamation ”) among PSQ, Subco (a wholly owned subsidiary of PSQ), and Universal Ibogaine Inc. PSQ subsequently changed its name to Universal Ibogaine Inc. on September 15, 2021 and effective October 5, 2021 commenced trading on the TSXV as the “Resulting Issuer”.

The Transaction

Amalgamation of PSQ, UI and Subco

Pursuant to the Transaction, on August 31, 2021, PSQ completed the three-cornered Amalgamation among PSQ, Subco, and UI. The continuing entity, (the “ Resulting Issuer ”) subsequently completed a formal name change to “Universal Ibogaine Inc.” on September 15, 2021. The Resulting Issuer shall carry on the business of UI as the continuing entity under the Amalgamation. Pursuant to the terms and conditions set forth in the amalgamation agreement dated October 7, 2020 and amended August 23, 2021 (the “ Amalgamation Agreement ”), the holders of the securities of UI (including common shares, common share purchase warrants, and stock options) received equivalent securities of PSQ / the Resulting Issuer on a one-for-one basis.

Closing of $6 million Concurrent Financing (the “ Offering ”)

PSQ, via Subco, also closed a fully subscribed non-brokered private placement (see news release of July 5, 2021) of subscription receipts (" Subscription Receipts ") by Subco. Pursuant to the Offering, Subco issued 24,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of $6,000,000. The Offering was a "Concurrent Financing" to the QT, as that term is defined in the TSXV Policy 2.4 - Capital Pool Companies. The Subscription Receipts were offered at a price of $0.25 per Subscription Receipt and entitle the holders thereof to automatically receive, upon the completion of the Transaction, without any further action required by such holder and without payment of any additional consideration, one unit in Subco (a “ Subco Unit ”), all in accordance with the terms of a subscription receipt agreement between PSQ, Subco, and Odyssey Trust Company (the “ Subscription Receipt Agreement ”).

As a part of the Transaction, each of the Subco Units were then exchanged for units in the Resulting Issuer (“Resulting Issuer Units”) on a one-for-one basis on closing of the QT. As such, pursuant to the Subscription Receipt Agreement and the Amalgamation Agreement, the subscribers to the Offering received Resulting Issuer Units after the completion of the Transaction. Each Resulting Issuer Unit was comprised of one common share in the capital of the Resulting Issuer (each a “ Resulting Issuer Share ”) and one Resulting Issuer warrant (each a “ Resulting Issuer Warrant ”). Each Resulting Issuer Warrant entitles the holder thereof to purchase one Resulting Issuer Share for a period of five (5) years from the date of issuance at an escalating annual exercise price as

follows: (a) $0.50 per common share if exercised in the first year from the date of issuance; (b) $0.75 per common share if exercised in year two; (c) $1.00 per common share if exercised in year three; (d) $1.25 per common share if exercised in year four; and (e) $1.50 per common share if exercised in year five from the date of issuance.

The Financing was made in reliance on exemptions from the prospectus requirement contained in National Instrument 45-106 - Prospectus and Registration Exemptions. Finders’ fees of $1,600 cash and 6,400 warrants (8% cash plus 8% broker warrants, with an exercise price of $0.25 per share and term of 2 years to expiry) were payable on $20,000 of subscription agreements which were included in the Offering.

Completion of the Amalgamation and the QT resulted in a reverse take-over of PSQ by UI, as the Resulting Issuer had a total of 190,167,599 common shares outstanding, comprised of:

Shares held by PSQ shareholders at Amalgamation	12,085,850
Shares issued to UI shareholders upon Amalgamation	154,081,749
Shares issued on closing of Subscription Receipt Offering by Subco	24,000,000
	190,167,599

Closing of the Acquisition of the Kelburn Clinic

As part of the completion of the Transaction, a portion of the proceeds of the Offering were used to complete the final balance of the cash portion of consideration payable under UI’s acquisition of a private company which for approximately 7 years has operated the Kelburn Mental Health & Addiction Recovery Centre (the “ Kelburn Clinic ”) near Winnipeg, Manitoba.

The Kelburn Clinic acquisition included two separate transactions:

• Consideration payable by UI for the purchase of the Kelburn Clinic consisted of $1,000,000 cash (of which deposits totaling $625,000 had been paid by UI and held in trust, with the final balance of $375,000 due and paid on August 31, 2021), and $500,000 payable in the form of the issuance by UI of 2,000,0000 common share Units.

• Consideration payable by UI for the purchase of the Kelburn Property (which consists of approximately 50 acres of land and (i) a 6,659 square foot home which serves as the treatment clinic, and supports a 10 bed treatment operation, (ii) a 9-hole golf course and related clubhouse and dining pavilion, which is used as part of the patient treatment and therapy process, and (iii) a related maintenance shop and equipment storage shed) consisted of cash of approximately $1,600,000 (funded by entering into a new mortgage on the Kelburn Property) and the estimated balance of approximately $1,900,000 payable in the form of 7,600,000 share Units.

UI’s mortgage financing commitment of $1,630,000 has a 15 year amortization, and a fixed interest rate of 3.1% for the initial 5 year term.

Based on working capital adjustments made at closing of the acquisition of the Kelburn Clinic and the Kelburn Property, UI issued a total of 9,448,745 UI share Units for the two acquisitions. These UI share Units were converted into equivalent share Units of the Resulting Issuer on closing of the QT), and were issued at a price of $0.25 per UI share Unit, and had the same terms as the share Units that were issued under the Offering by Subco.

The Resulting Issuer

Common shares of the Resulting Issuer subject to escrow and hold periods

Pursuant to the terms of the Amalgamation Agreement between PSQ and UI, and TSXV requirements, the total number of common shares which will be subject to restricted hold period Legends and release from Escrow post Listing is 135,067,869 shares, including:

• 8,000,000 shares which had been issued to the Founders of PSQ on its formation as a Capital Pool Company in 2017. 25% of these shares were released from escrow at Listing, and 25% at each of months 6, 12 and 18 post Listing (the “ CPC Escrow ”).]

• 25,784,766 shares which had been issued by UI prior to the Amalgamation to Principals (as defined by the TSXV) of the Resulting Issuer, including its Directors, Officers and Promoters, and which are subject to TSXV Tier 2 Surplus Security escrow provisions (the “ Principals Escrow ”). These shares will be released from escrow over a 36 month period from October 1, 2021, with 5% released at Listing, 10% at month 6, 10% at month 18, 15% at month 24, 15% at month 30, and the final 40% at month 36.

• 101,283,103 shares which had been issued by UI prior to the Amalgamation at a price of $0.10 and less, and which will be subject to restricted legends as required under the terms of the Amalgamation Agreement, as amended (the “ UI Legend Restrictions ”) and released over a 12 month to August 31, 2022 (10% on Listing, 15% on November 30, 2021, and 25% on each of February 28, May 31 and August 31, 2022).

Included in this 101,283,103 total are 18,728,547 UI shares held by non-Principals which would have been subject to Seed Share Resale Restrictions in accordance with TSXV Requirements. However, post-filing of the Filing Statement, the Resulting Issuer requested and was allowed by the TSXV to include those non-Principal shares in the total shares that are subject to the UI Legend Restrictions.

• The above totals include 30,000,000 common shares which had been issued by UI prior to the Amalgamation pursuant to a Licensing Agreement with Clear Sky Recovery Cancun S.A. de C.V. (“ Clear Sky ”). Of this total, 10,000,000 of these shares are held by Dr. Alberto Sola (a Director of the Resulting Issuer, UI) and are included in the Principals Escrow and the remaining 20,000,000 shares are subject to the UI Legend Restrictions. The ultimate release of all of these shares, including the 10,000,000 common shares held by Dr. Alberto Sola, will also be subject to performance milestones (as noted on page 35 of the Filing Statement) which are tied to the Company’s planned Health Canada approved clinical trials using Clear Sky’s ibogaine based addiction treatment protocol, and the potential future opening of addiction treatment clinics which utilize the Clear Sky protocol.

Net of the portions of shares which were released on October 5, 2021 at Listing, for the above noted total number of shares that are subject to the CPC Escrow, the Principals Escrow, and the UI Legends Restrictions, there are a total of 121,650,317 common shares (or approximately 64% of the Resulting Issuer’s outstanding shares) which will be released from the CPC Escrow, the Principals Escrow, and the UI Legend Restrictions over a post Listing time-frame as follows:

3 months	15,192,464
6 months	28,610,015
9 months	25,320,779
12 months	29,899,246
18 months	4,578,477
24 months	3,867,715
30 months	3,867,715
36 months	10,313,906
	121,650,317

Options and Warrants issued by the Resulting Issuer

As disclosed in the Filing Statement, the Resulting Issuer also issued an equivalent number of stock options (“ Options ”) and common share purchase warrants (“ Warrants ”) of the Resulting Issuer to replace the Options and Warrants which had been issued by PSQ and UI prior to the Amalgamation. The total number of additional common shares reserved for issuance by the Resulting Issuer is summarized as follows:

Common shares reserved for future issuance pursuant to:

Common shares reserved for future issuance pursuant to:
Exercise of PSQ Options (note 1)	1,100,000
Exercise of UI Broker Options (note 2)	3,773,000
Exercise of UI Stock Options (note 3)	6,650,000
UI Performance shares (note 4)	3,750,000
Advisors Warrants (note 5)	9,000,000
UI Unit Warrants (note 6)	27,491,734
	50,664,734

Notes:

• 1). Exercise price of $0.10 per common share, expire August 31, 2022.

• 2). Exercise price of $0.10 per common share, expire August 31, 2023.

• 3). Exercise price of $0.25 per common share, expire May 28, 2026.

• 4). Issuance of these common shares is subject to meeting defined performance milestones, including milestones related to completing clinical trials phases.

• 5). Exercise price of $0.25 per common share, expire December 31, 2024.

• 4). Exercisable for a term of 5 years to August 31, 2026, at an escalating annual exercise price (starting at $0.50 if exercised in year 1, $0.75 if exercised in year 2, $1.00 in year 3, $1.75 in year 4, and $1.50 in year 5).

The Board of Directors and the Officers of the Resulting Issuer are:

Name	Position with Resulting Issuer
Dr. Rami Batal	Chief Executive Officer
Gregory Leavens	Chief Financial Officer andCorporate Secretary
Ian Campbell	Chairman and Director
Marilyn Loewen Mauritz	Director
Dr. Alberto Sola Agullo	Director
Robert Turner	Director
Anthony DeCristofaro*	Director
David Danziger*	Director

*Appointed subsequent to closing of the Transaction, see News release dated October 19, 2021.

3. Effective date of the transaction:

August 31, 2021

4. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity:

Not Applicable

5. Date of the reporting issuer’s first financial year-end after the transaction:

July 31, 2022

6. Periods of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction:

Financial Statements	Period Ended	Comparative PeriodEnded
Interim Q1 period,3 months ended	October 31, 2021	October 31, 2020
Interim Q2 period,6 months ended	January 31, 2022	January 31, 2021
Interim Q3 period,9 months ended	April 30, 2022	April 30, 2021
Year ended	July 31, 2022	July 31, 2021

7. The documents that were filed under National Instrument 51-102 that describe the transaction and where those documents can be found in electronic format:

TSXV Filing Statement Filed on SEDAR on August 30, 2021. News Release filed on SEDAR on September 1, 2021. News Release filed on SEDAR on September 3, 2021. News Release filed on SEDAR on September 17, 2021. Material Change Report filed on SEDAR on September 28, 2021. News Release filed on SEDAR on October 1, 2021. News Release filed on SEDAR on October 5, 2021.

DATED this 29th day of October, 2021.