Xcyte Digital Corp. - AGM Information 2021

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GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (each, a “ Share ”) of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) will be held virtually using the WebEx platform set out below at 11:00 a.m. (Toronto time) on Tuesday, October 12, 2021. Due to the ongoing COVID-19 pandemic, Shareholders will not be permitted to attend the Meeting in person or to vote online during the Meeting. In order to vote their Shares at the Meeting, Shareholders must complete online, or mail to the Company’s transfer agent, their duly completed proxy form or voting instruction form (“VIF”) prior to 11:00 a.m. (Toronto time) on October 7, 2021.

The Meeting is being held for the following purposes:

to receive the audited financial statements of the Company for the fiscal year ended December 31, 2020, and the auditors’ report thereon;
to fix the number of directors to be elected at the Meeting at six;
to elect the board of directors of the Company (the “ Board ”), to hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal;
to re-appoint MNP LLP as the auditor of the Company for the fiscal year ending December 31, 2021 at such remuneration as may be fixed by the Board;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the Shareholders authorizing certain amendments to the Company’s stock option plan (the “ Option Plan ”) to reflect certain amendments to TSX Venture Exchange (“ TSXV ”) Policy 2.4 – Capital Pool Companies (the “ New CPC Policy ”), including permitting the total number of Shares reserved for issuance upon the exercise of options to not exceed 10% of the issued and outstanding Shares as at the date of grant, rather than the closing of the Company’s initial public offering, as more fully described in the accompanying information circular (the “ Information Circular ”);
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the removal of the consequences associated with the Company not completing a Qualifying Transaction (as defined in the New CPC Policy) within 24 months of its listing date, in accordance with the New CPC Policy, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution authorizing the Company to make certain amendments to the Company’s escrow agreement dated July 29, 2020, to effect certain changes contemplated under the New CPC Policy, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution authorizing the Company to pay any finders’ fee or commission to a Non-Arm’s Length Party (as that term is defined in the policies of the TSXV) to the Company upon completion of the Company’s Qualifying Transaction (including, if completed, the Proposed Transaction (as defined in the Information Circular)), in accordance with the terms of the New CPC Policy, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the adoption of By-law Number 2 (Advance Notice By-Law), as more fully described in the Information Circular;

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to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving a change of name of the Company in connection with the Company’s Qualifying Transaction, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the proposed consolidation of the outstanding Shares on the basis of a consolidation ratio of 1.137 preconsolidation Shares for one post-consolidation Share, as more fully described the Information Circular; and
to transact such other business as may properly be brought before the Meeting or any adjournment of the Meeting.

COVID-19

The Company is committed to safeguarding the health and well-being of its Shareholders, employees, service providers and the community. In light of the ongoing COVID-19 pandemic, this year’s Meeting will be available to Shareholders by way of a live audio webcast, however Shareholders will not be able to vote their Shares at the Meeting. In order to have their Shares voted at the Meeting, Shareholders must complete online, or mail to the Company’s transfer agent, Odyssey Trust Company, Suite 702, 67 Yonge Street, Toronto, ON, M5E 1J8, their duly completed form of proxy or voting instruction form (“VIF”) prior to 11:00 a.m. (Toronto time) on October 7, 2021. We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to vote your Shares in advance of the Meeting is enclosed. Please take the time to vote using the form of proxy or VIF sent to you in accordance with the instructions thereon so that your Shares are voted according to your instructions and represented at the Meeting. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

To join the WebEx, please use the following:

Event address: �� Event number: ��

Event password: ��

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date of this Notice, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice. Shareholders who are planning on returning the accompanying form of proxy or VIF are encouraged to review the Information Circular carefully before returning.

Only shareholders of record as of August 13, 2021, being the record date for the Meeting, are entitled to receive notice of, and to vote at, the Meeting and at any adjournment or postponement of the Meeting.

If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy or VIF provided to you by such broker or other intermediary in accordance with the instructions provided.

DATED this 10[th] day of September, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Michael Franks”

Michael Franks Chief Executive Officer and Director

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GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. INFORMATION CIRCULAR

September 10, 2021

This management information circular (this “ Circular ”) is furnished in connection with the solicitation of proxies by and on behalf of the management of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of the holders (each, a “ Shareholder ”) of common shares in the capital of the Company (each, a “ Share ”) to be held virtually, by audio, using the Webex platform set out below at 11:00 a.m. (Toronto time) on Tuesday, October 12, 2021, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of the Meeting (the “ Notice of Meeting ”).

Unless otherwise specified, information contained in this Circular is given as of September 10, 2021. No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

All references to Shareholders in this Circular and the accompanying Notice of Meeting and form of proxy (the “ Form of Proxy ”) are to Shareholders of record unless specifically stated otherwise. Unless otherwise indicated, references to the Form of Proxy in this Circular are deemed to include reference to the voting instruction form (“ VIF ”) provided to nonregistered (or beneficial) Shareholders in connection with the Meeting.

To join the WebEx, please use the following:

Event address: �� Event number: ��

Event password: ��

COVID-19

The Company is committed to safeguarding the health and well-being of its Shareholders, employees, service providers and the community. In light of the ongoing COVID-19 pandemic, this year’s Meeting will be available to Shareholders by way of a live webcast, however Shareholders will not be able to vote their Shares at the Meeting. In order to have their Shares voted at the Meeting, Shareholders must complete online, or mail to the Company’s transfer agent, Odyssey Trust Company, Suite 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8, their duly completed Form of Proxy or VIF prior to 11:00 a.m. (Toronto time) on October 7, 2021. The Chair of the Meeting (the “Chair”) will address the Meeting, and Shareholders will be able to listen and ask questions at the Meeting, in real time. Management encourages you to make sure that your votes are represented at the Meeting. Voting in advance of the - Meeting by completing the Form of Proxy (for registered Shareholders) or VIF (for non registered Shareholders) in accordance with the instructions set out in the Form of Proxy or VIF provided to you (as applicable) will ensure your votes are counted at the Meeting. Additional information on how to vote your Shares in advance of the Meeting is enclosed.

SOLICITATION OF PROXIES

The information contained in this Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company to be used at the Meeting and for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be primarily by mail or email. Employees of the Company may solicit proxies personally or by telephone at nominal cost. The cost of any such solicitation by management will be borne by the Company.

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APPOINTMENT OF PROXIES

The persons named in the enclosed Form of Proxy (the “ Management Appointees ”) are directors and/or officers of the Company. A Shareholder who wishes to appoint some person, who need not be a Shareholder, other than the Management Appointees to represent such Shareholder at the Meeting may do so by inserting such person’s name in the blank space provided in the Form of Proxy and striking out the names of the Management Appointees, or by completing another proper Form of Proxy.

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The Management Appointees will vote or withhold from voting the Shares in respect of which they are appointed in accordance with the instructions of the Shareholder appointing them in the Form of Proxy. In the absence of any such direction, such Shares will be voted IN FAVOUR of each matter identified in the Form of Proxy.

The Form of Proxy confers discretionary authority upon the Management Appointees with respect to any amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

REVOCATION OF PROXIES

A registered Shareholder who has given a proxy may revoke the proxy as to any motion on which a vote has not already been cast pursuant to the authority conferred by it, by: (a) depositing another completed Form of Proxy, executed by such registered Shareholder or by their attorney authorized in writing or by electronic signature or, if the registered Shareholder is an entity, by an officer or attorney thereof properly authorized, either (i) with Odyssey Trust Company, Suite 702, 67 Yonge Street, Toronto, ON, M5E 1J8, by 11:00 a.m. (Toronto time) on October 7, 2021, or (iii) with the Chair on the day of the Meeting or any adjournment thereof; (b) delivering a written and signed revocation to the person and as otherwise provided in (i) or (ii) above; or (c) in any other manner permitted by law, including attending the Meeting in person.

VOTING BY NON-REGISTERED SHAREHOLDERS

The information in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Shares in their own name and thus are considered non-registered Shareholders. If Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary then, in almost all cases, those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the name of the Shareholder’s broker or other intermediary holding on the Shareholder’s behalf.

If you have received the Form of Proxy directly, you may vote your Shares on the Internet, or return the Form of Proxy to Odyssey Trust Company, in accordance with the instructions set out on the Form of Proxy.

Only registered Shareholders, or the persons appointed as their proxies, are entitled to attend and vote at the Meeting. Non-registered Shareholders, including non-objecting beneficial owners (“ NOBOs ”) and objecting beneficial owners (“ OBOs ”), will receive a VIF from an intermediary by way of instruction of their financial institution. Detailed instructions regarding how non-registered Shareholders can submit their votes (including by voting on the Internet) will be in the VIF. Non-registered Shareholders should return their voting instructions as specified in the instructions in the VIF in order to direct the voting of the Shares they beneficially own. Should a non-registered Shareholder who receives either a Form of Proxy or VIF wish to vote at the Meeting in person, the non-registered Shareholder should strike out the names of the Management Appointees and insert the non-registered Shareholder’s name in the blank space provided or, in the case of a VIF, follow the directions indicated on the VIF. Non-registered Shareholders who receive a VIF from an intermediary should carefully follow the instructions of their intermediary, including those regarding when and where the VIF is to be delivered.

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A non-registered Shareholder who has submitted a VIF may revoke it by contacting the intermediary through which the non-registered Shareholder’s Shares are held and following the intermediary’s instructions. A non-registered Shareholder who has duly submitted the Form of Proxy may revoke it in the manner described in the Form of Proxy. Please refer to the sections entitled “Appointment of Proxies” and “Revocation of Proxies”.

These materials are being sent to both registered and non-registered Shareholders. The Company has determined not to pay the fees and costs of intermediaries for their services in delivering Meeting materials to OBOs in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . As a result, OBOs will not receive the Meeting materials unless the OBO’s intermediary assumes the costs of delivery.

VOTING SHARES AND RECORD DATE

The Company is authorized to issue an unlimited number of Shares, with each Share carrying the right to one vote at all meetings of the Shareholders.

In accordance with the provisions of the Business Corporations Act (Ontario), the Company has fixed August 13, 2021 (the “ Record Date ”) as the record date for the purpose of determining Shareholders entitled to receive notice of and to vote at the Meeting. Each Shareholder as of the close of business on the Record Date will be entitled to one vote per Share owned at the Meeting and any adjournment or postponement of the Meeting. The Company had 10,000,000 Shares issued and outstanding at the Record Date.

A quorum for the transaction of business at the Meeting shall be at least two persons present in person or represented by proxy at the Meeting, holding Shares representing, in the aggregate, not less than 5% of the outstanding Shares.

PRINCIPAL HOLDERS OF VOTING SHARES

As of the Record Date, to the knowledge of the directors and officers of the Company, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying more than 10% of the voting rights attached to all outstanding Shares, except as stated below.

Name of Shareholder	Number of Shares	Percentage of Class(1)
Noetic Psychedelic Fund LP(2)	1,962,799	19.6%

(1) Based on 10,000,000 Shares issued and outstanding as at the Record Date.

(2) Noetic Psychedelic Fund LP is an Ontario private limited partnership and its general partner is Grey House Partners GP Inc. Grey House Partners GP Inc. is an Ontario private limited partnership controlled by Michael Franks and Sa’ad Shah. See “ Particulars of Matters to be Acted Upon at the Meeting – Election of Directors ” below.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

Except as disclosed in this Circular, no director or officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, none of the directors or senior officers of the Company, nor any proposed director of the Company, nor any person who beneficially owns, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares, nor any associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Company.

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PROPOSED TRANSACTION

The Company has entered into a non-binding letter of intent dated effective February 2, 2021 (the “ Letter of Intent ”) with Diamond Therapeutics Inc. (“ Diamond ”), a private psychedelic drug development company focused on low-dose therapies for mental health. Pursuant to the Letter of Intent, the Company has agreed to acquire all of the issued and outstanding securities of Diamond in exchange for securities of the Company (the “ Proposed Transaction ”). The Proposed Transaction is intended to result in a reverse take-over of the Company by Diamond, which, if completed, will constitute the “Qualifying Transaction” of the Company as defined in Policy 2.4 Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “ Exchange ”).

Completion of the Proposed Transaction is subject to a number of conditions, including, among other things, the execution of a definitive agreement to be negotiated by the parties and the receipt of all necessary approvals, including approval of the Exchange. The Proposed Transaction is not expected to be subject to Shareholder approval, however, certain corporate actions that will be completed if the Proposed Transaction proceeds will require the approval of the Shareholders, including the Name Change (as defined below), the Consolidation (as defined below) and, if applicable, the payment of finder’s fees to any Non-Arms’ Length Parties (as defined below).

It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, pursuant to which Diamond will merge with a wholly-owned subsidiary of the Company formed for the purpose of completing the Proposed Transaction. Following completion of the Proposed Transaction, the Company will continue the business of Diamond, with Diamond as its wholly-owned operating subsidiary. The final structure of the Proposed Transaction will be determined after the parties have considered applicable tax, securities and accounting matters.

The Proposed Transaction will not be a “Non-Arm’s Length Qualifying Transaction” under the policies of the Exchange. However, while the Company and Diamond, and their respective insiders, are at arm’s length, Noetic Psychedelic Fund LP, a widely-held limited partnership, and GHP Diamond SPV LP, a single purpose entity, hold an aggregate of 8.5% of the outstanding Diamond shares. Grey House Partners GP Inc., a company controlled by certain directors and officers of the Company, is the general partner of Noetic Psychedelic Fund LP.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Unless otherwise noted, approval of matters to be placed before the Meeting (other than the Name Change Resolution (as defined below), the Consolidation Resolution (as defined below) and the Advance Notice By-Law Resolution (as defined below)) will be by way of an “ordinary resolution”, which is a resolution passed by a simple majority (50% plus 1) of the votes cast by Shareholders entitled to vote and present in person or represented by proxy at the Meeting. In order to be approved, the Name Change Resolution, the Consolidation Resolution and the Advance Notice By-Law Resolution must be approved by a special majority (66[2] /3%) of the votes cast by Shareholders entitled to vote and present in person or represented by proxy at the Meeting.

FINANCIAL STATEMENTS

The audited annual financial statements of the Company for the year ended December 31, 2020, will be tabled at the Meeting, but no vote will be taken thereon.

APPOINTMENT AND REMUNERATION OF AUDITOR

At the Meeting, the Shareholders will be asked to vote for the re-appointment of MNP LLP as auditor of the Company for the fiscal year ending December 31, 2021, at a remuneration to be fixed by the board of directors of the Company (the “ Board ”). If appointed, MNP LLP will serve until the earlier of the next annual general meeting of the Shareholders or until its successor is appointed. MNP LLP was first appointed auditor of the Company following the Company’s incorporation in 2020.

The Board recommends that Shareholders vote FOR the appointment of MNP LLP as auditor of the Company for the fiscal year ending December 31, 2021 at a remuneration to be fixed by the Board, to hold office until the earlier of

the next annual general meeting of the Shareholders or until its successor is appointed. Unless another choice is specified, the Management Appointees intend to vote FOR the appointment of MNP LLP as auditor of the Company for the ensuing year at a remuneration to be fixed by the Board.

ELECTION OF DIRECTORS

The articles of the Company provide that the Board must have a minimum of one and a maximum of ten directors. The Board is currently comprised of six directors, being Michael Franks, Warren Wright, Sa’ad Shah, George Main, Andrew Jolley and Paul Barbeau (collectively, the “ Nominees ”), all of whom are being nominated for re-election. The directors of the Company are elected annually.

At the Meeting, Shareholders will be asked to elect the Nominees to act as directors of the Company. If elected, each will hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal. Some or all of the directors may resign in connection with the completion of the Company’s Qualifying Transaction.

The Board recommends that Shareholders vote FOR the election of each of the Nominees as directors of the Company. Voting for the election of the Nominees will be conducted on an individual basis. Unless otherwise indicated, the Management Appointees will vote FOR the election of each of the Nominees as directors of the Company.

Management does not contemplate that any of the Nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the Management Appointees reserve the right to vote for another nominee in their discretion.

The following table sets forth, for each Nominee, the positions and offices they hold with the Company, their principal occupation, business or employment within the five preceding years, the year in which they first became a director of the Company, and the number of Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them as of the date of this Circular:

Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of Shares(1)
Michael Franks(2) Toronto, Ontario Director and Chief Executive Officer	Mr. Franks has been a Managing Partner of Grey House Partners GP Inc. (“Grey House Partners”), a venture capital firm focusing on growth capital investment opportunities, since November 2019. Prior to that, he was the Managing Partner at Hugo Yale Partners, an alternative asset management firm, from December 2017 to November 2019, and the Chief Executive Officer of Syncordia Technologies and Healthcare Solutions, Corp., a revenue cycle management business, from January 2014 to December 2017. He holds a Masters of Business Administration from Trinity College Dublin and a Bachelor of Arts (Economics) from Queens University.	2020	50,001(3)
Warren Wright Schomberg, Ontario Director and Chief Financial Officer	Mr. Wright, who is now retired, was a founder and the Chief Investment Officer of Diversified Global Asset Management Company (“DGAM”), an independent alternative investment advisor and manager which was acquired by Carlyle Group in 2014, from October 2004 until March 2016. He holds a CFA designation, as well as a Bachelor of Business Administration (Finance) from Bishops University.	2020	300,000
Sa’ad Shah Toronto, Ontario Corporate Secretary and Director	Mr. Shah has been a Managing Partner of Grey House Partners since November 2019, and the President of Grey House Advisory Inc., an alternative investments consulting firm focused on identifying investment opportunities for mid- marketprivate equityand venture capital firms,since	2020	100,000(3)(4)

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Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of Shares(1)
	September 2015. Previously, Mr. Shah was a Managing Director of DGAM from March 2007 to February 2014. He holds a Bachelor of Arts (Economics and Political Science) from Columbia University.
George Main(2) Toronto, Ontario Director	Mr. Main, who is now retired, was the Chief Executive Officer of DGAM from January 2004 to February 2018. Mr. Main holds a CFA designation, as well as a Bachelor of Arts (Economics) and a Masters of Business Administration from the University of Toronto.	2020	300,000
Andrew Jolley(2) Midway, Utah Director	Mr. Jolley is the Manager of EquiSource LLC, a commercial real estate investment firm of which he was a founding partner. Previously, Mr. Jolley was the founder and Chief Executive Officer of Nevada Organic Remedies, a licensed vertically integrated medical and recreational cannabis company, and the President of the Nevada Dispensary Association, a cannabis industry trade organization. Mr. Jolley holds a Bachelor of Business Management Degree from Brigham Young University, a Masters of Information Management from Arizona State University, and a Masters of Business Administration from the WP Carey School of Business at Arizona State University.	2020	337,200(5)
Paul Barbeau Ottawa, Ontario Director	Mr. Barbeau is the President of hyperNET Inc., an IT consulting firm, where he has worked since 1993, and has served as a director or officer of other private and public companies. Mr. Barbeau is a Certified Computer Hacking Forensic Investigator.	2020	50,000

(1) The figures presented do not reflect the 1,000,000 Shares issuable upon the exercise of Options held, in aggregate, by the Nominees. See “ Statement of Executive Compensation – Stock Options and Other Compensation Securities ” below.

(2) Member of the audit committee of the Board (the “ Audit Committee ”).

(3) In addition, Noetic Psychedelic Fund LP owns 1,962,799 Shares. The general partner of Noetic Psychedelic Fund LP is Grey House Partners, which is controlled by Mr. Franks and Mr. Shah. See “ Principal Holders of Voting Securities ” above.

(4) The Shares owned by Mr. Shah are held or controlled through Grey House Advisory Inc., a Canadian private company owned by Mr. Shah and the Sa’ad Shah Family Trust (of which Mr. Shah is a trustee).

(5) The Shares owned by Mr. Jolley are held through Cameo Holdings LLC, a Nevada private limited liability company controlled by Mr. Jolley.

Corporate Cease Trade Orders or Bankruptcies

To the best of the Company’s knowledge, no Nominee is, nor within 10 years before the date of this Circular, has been, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the nominee was acting in the capacity as director, chief executive officer or chief financial officer.

Other than as described below, no Nominee is, or within 10 years before the date of this Circular, has been, a director or executive officer of any company that, while the nominee was acting in that capacity, or within a year of the nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

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Sa’ad Shah was a director and officer of Qubd Capital Inc. (“ Qubd ”) from September 2015 to March 2017. In May 2017, following Mr. Shah ceasing to be a director and officer of Qubd, Qubd made an assignment into bankruptcy under the Bankruptcy and Insolvency Act (Canada). A. Farber & Partners Inc. was appointed trustee for Qubd under the Bankruptcy and Insolvency Act (Canada) on September 11, 2017.

Personal Bankruptcies

To the best of the Company’s knowledge, no Nominee has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Penalties or Sanctions

To the best of the Company’s knowledge, no Nominee has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

AMENDMENTS TO THE OPTION PLAN

The Company is a Capital Pool Company (as defined in the policies of the Exchange) that was listed on the Exchange in 2020 in accordance with the then current Policy 2.4 – Capital Pool Companies of the Exchange. This former Policy 2.4, which was originally effective as at June 14, 2010, is referred to in this Circular as the “ Former CPC Policy ”. The Former CPC Policy was amended, effective as of January 1, 2021, and the amended Policy 2.4 is referred to in this Circular as the “ New CPC Policy ”.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Option Plan Resolution ”), approving certain amendments to the Company’s stock option plan (the “ Option Plan ”), which was originally prepared in compliance with the Former CPC Policy, to reflect certain amendments set out in the New CPC Policy. A full copy of the Option Plan was filed under the Company’s profile on SEDAR on June 18, 2020, and is available at www.sedar.com.

The principal amendment that the Company wishes to make to the Option Plan is to change it to a “10% rolling” plan, in accordance with the New CPC Policy, such that the total number of Shares that may be reserved for issuance pursuant to stock options (each, an “ Option ”) granted under the Option Plan may not exceed 10% of the Shares issued and outstanding at the date of grant of any Option. In accordance with the Former CPC Policy, the Company’s current Option Plan provides that the total number of Shares reserved for issuance pursuant to Options granted under the Option Plan shall not exceed 10% of the Shares issued and outstanding as at the closing of the Company’s initial public offering on July 29, 2020 (the “ IPO ”). At the closing of the IPO, 10,000,000 Shares were issued and outstanding, meaning that under the current Option Plan, a maximum of 1,000,000 Shares can be reserved for issuance pursuant to Options granted under the Option Plan, all of which have been granted as at the date of this Circular.

In keeping with the purpose of the Option Plan, the Company believes that Options are a valuable mechanism that assist in compensating, attracting, retaining and motivating key personnel, such as directors, officers, employees and consultants of the Company and its affiliates, and closely align the personal interests of such persons to the interests of Shareholders by providing them with the opportunity to acquire an increased proprietary interest in the development and financial success of the Company. As at the date of this Circular, there are no Shares available for future grants of Options under the Option Plan. As a result, the Company wishes to amend the Option Plan so that the total number of Shares that may be reserved for issuance pursuant to Options under the Option Plan may not exceed 10% of the Shares issued and outstanding at the date of grant, rather than at the closing of the IPO.

The Company also wishes to amend the Option Plan, in accordance with the New CPC Policy, such that, prior to the completion of its Qualifying Transaction: (i) the minimum exercise price for Options granted before the IPO is the lowest price at which any Shares were issued by the Company prior to the IPO; (ii) the number of Shares reserved for issuance

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under the Option Plan to any individual director or senior officer of the Company may not exceed 5% of the Shares outstanding as at the date of grant, rather than at the closing of the IPO; (iii) the number of Shares reserved for issuance under the Option Plan to any consultant of the Company may not exceed 2% of the Shares outstanding as at the date of grant, rather than at the closing of the IPO; and (iv) no Options may be granted under the Option Plan unless the optionee first enters into a CPC Escrow Agreement (as that term is defined in the New CPC Policy), agreeing to deposit the Options, and any Shares acquired pursuant to the exercise of such Options, into escrow as described in the New CPC Policy.

The Board has approved the amendments to the Option Plan, subject to receipt of Shareholder and Exchange approval. The amendments to the Option Plan are set out in the blacklined version of the Option Plan attached as Schedule A to this Circular (the “ Amended Option Plan ”).

In order to be adopted, the Amended Option Plan Resolution must be passed by the affirmative vote of a simple majority (50% + 1) of the votes cast by disinterested Shareholders at the Meeting, whether in person or by proxy (“ Disinterested Approval ”). In accordance with the New CPC Policy, the votes attached to Shares held by Insiders and their Associates and Affiliates (each as defined in the policies of the Exchange) to whom Options may be granted under the Option Plan must be excluded from the calculation of Disinterested Approval in connection with the adoption of the Amended Option Plan. As such, an aggregate of 3,100,000 Shares that were held by such Shareholders as at the Record Date will be excluded from voting on the Amended Option Plan Resolution.

If Disinterested Approval is obtained at the Meeting, the Amended Option Plan will replace the current Option Plan, and a copy of the Amended Option Plan will be filed under the Company’s profile on SEDAR at www.sedar.com. If Disinterested Approval is not obtained, the current Option Plan will continue in full force and effect. .

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Amended Option Plan Resolution in substantively the following form:

“RESOLVED THAT:

Subject to the approval of the TSX Venture Exchange (the “ Exchange ”), the adoption of the amended and restated incentive stock option plan of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”), as more particularly described in the management information circular of the Company dated September 10, 2021 (the “ Circular ”), with such amendements to the Company’s current incentive stock option plan as are set out in the blacklined version of the plan attached as Schedule A to the Circular, is authorized, ratified, confirmed and approved; and
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The Board recommends that Shareholders vote FOR the adoption of the Amended Option Plan Resolution. Unless a Shareholder directs that their Shares be voted against the Amended Option Plan Resolution, the Management Appointees will vote FOR the Amended Option Plan Resolution.

ELIMINATION OF THE REQUIREMENT TO COMPLETE A QUALIFYING TRANSACTION WITHIN 24 MONTHS OF LISTING DATE AND ASSOCIATED CONSEQUENCES

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders in the form set out below (the “ 24 Months Resolution ”), removing the the requirement of the Company to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange (the “ Listing Date ”), and removing the associated consequences of not completing such requirement.

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Under the Former CPC Policy, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its Shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of Shareholders, transferring the Shares to list on the NEX and cancelling certain Shares issued to the Company’s founders.

The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date, and also eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of the Listing Date, and the associated consequences of not completing such requirement as permitted by the New CPC Policy, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to Shareholders and the Company by allowing increased flexibility to complete such a transaction. Further, this change will allow the Company to better withstand any potential volatility in the capital markets at a future date, such as that which arose in 2020 in connection with the COVID-19 pandemic.

The 24 Months Resolution requires Disinterested Approval. In accordance with the New CPC Policy, the votes attached to Shares held by “Non-Arm’s Length Parties” to the Company who own Seed Shares (as defined in the policies of the Exchange), being the current directors and officers of the Company and any holder of Seed Shares representing greater than 10% percent of the outstanding Shares, and their Associates and Affiliates (as defined in the policies of the Exchange), must be excluded from the calculation of Disinterested Approval in connection with the 24 Months Resolution. As such, an aggregate of 3,100,000 Shares that were held by such Shareholders as at the Record Date will be excluded from voting on the 24 Months Resolution.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the 24 Months Resolution in substantively the following form:

“RESOLVED THAT:

Subject to the approval of the TSX Venture Exchange (the “ Exchange ”), the removal of the potential consequences of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) failing to complete a “Qualifying Transaction” (as defined in the policies of the Exchange) within 24 months after the date of listing of its Shares on the Exchange, in accordance with the amended Policy 2.4 – Capital Pool Companies , adopted by the Exchange effective as of January 1, 2021, all as more particularly described in the management information circular of the Company dated September 10, 2021, is authorized, confirmed and approved; and
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The Board recommends that Shareholders vote FOR the adoption of the 24 Months Resolution. Unless a Shareholder directs that their Shares be voted against the 24 Months Resolution, the Management Appointees will vote FOR the 24 Months Resolution.

AMENDMENTS TO THE CPC ESCROW AGREEMENT

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders in the form set out below (the “ Amended Escrow Agreement Resolution ”), allowing the Company to make certain amendments to the Company’s escrow agreement dated July 29, 2020 (the “ Escrow Agreement ”), to reflect amendments set out in the New CPC Policy.

The Escrow Agreement is based on the Form 2F CPC Escrow Agreement adopted by the Exchange effective as of June 14, 2010 in accordance with the requirements of the Former CPC Policy. The Escrow Agreement imposes restrictive

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escrow conditions on the securities held by directors, officers and the holders of Seed Shares that were acquired prior to the completion of the Company’s IPO. The escrowed securities are subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities are to be released over a 36 month period. Under the New CPC Policy, and the new form of the Form 2F CPC Escrow Agreement which was adopted by the Exchange effective as of January 1, 2021, the Company’s escrowed securities will be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues its Final QT Exchange Bulletin (as that term is defined in the New CPC Policy), and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

In addition, as permitted by the New CPC Policy, the Company wishes to amend the Escrow Agreement such that all Options granted prior to the date the Exchange issues its Final QT Exchange Bulletin, and all Shares that are issued upon exercise of such Options prior to such date, will be released from escrow on such date, other than Options that were granted prior to the Company’s IPO with an exercise price less than the issue price of the Shares issued in the IPO, and any Shares that are issued pursuant to the exercise of such Options, which will be released from escrow in accordance with the schedule set out above.

Amending the Escrow Agreement will ensure that Shareholders subject to the Escrow Agreement are entitled to a release schedule equal to that applicable to holders of options of Capital Pool Companies created under the New CPC Policy, as well as other existing Capital Pool Companies that have adopted the amendments set out in the New CPC Policy.

The Amended Escrow Agreement Resolution requires Disinterested Approval. In accordance with the New CPC Policy, the votes attached to Shares held by Shareholders who are parties to the Escrow Agreement, and their Associates and Affiliates, must be excluded from the calculation of Disinterested Approval in connection with the Amended Escrow Agreement Resolution. As such, an aggregate of 3,100,000 Shares that were held by such Shareholders as at the Record Date will be excluded from voting on the Amended Escrow Agreement Resolution.

If the Amended Escrow Agreement Resolution receives Disinterested Approval at the Meeting, the Company will work with the escrow agent under the Escrow Agreement to finalize the amendments, and a new escrow agreement will be entered into to replace the current Escrow Agreement, a copy of which will be filed under the Company’s profile on SEDAR at www.sedar.com. If Disinterested Approval is not obtained, the current Escrow Agreement will continue in full force and effect.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Amended Escrow Agreement Resolution in substantively the following form:

“RESOLVED THAT:

Subject to the approval of the TSX Venture Exchange (the “ Exchange ”), the amendment of the escrow agreement dated July 29, 2020 among GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”), Odyssey Trust Company, as escrow agent, and certain shareholders of the Company (the “ Escrow Agreement ”) in order to make any changes as are deemed necessary for the Escrow Agreement to reflect amendments to Policy 2.4 – Capital Pool Companies of the Exchange, which became effective January 1, 2021 (including the changes to the escrow release schedule contained in Policy 2.4, as amended), all as more particularly described in the Company’s management information circular dated September 10, 2021, is authorized and approved; and
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The Board recommends that Shareholders vote FOR the adoption of the Amended Escrow Agreement Resolution. Unless a Shareholder directs that their Shares be voted against the Amended Escrow Agreement Resolution, the Management Appointees will vote FOR the Amended Escrow Agreement Resolution.

PERMISSION TO PAY FINDER’S FEE OR COMMISSION TO A NON-ARM’S LENGTH PARTY

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders in the form set out below (the “ Finder’s Fee Resolution ”), permitting the Company to pay a finder’s fee or commission to one or more Non-Arm’s Length Parties (as defined in the policies of the Exchange) to the Company upon completion of its Qualifying Transaction.

Under the Former CPC Policy, the Company was prohibited from paying any finder’s fee or commission, directly or indirectly, to Non-Arm’s Length Parties to the Company. The New CPC Policy permits the payment of finder’s fees or commissions to Non-Arm’s Length Parties to the Company upon Completion of the Qualifying Transaction (as that term is defined in the New CPC Policy), provided that the payment is made in compliance with Section 7.3 of the New CPC Policy.

If the Proposed Transaction is completed, it is anticipated that the Company may pay a finder’s fee to Grey House Partners Inc., a company controlled by Michael Franks and Sa’ad Shah, comprised of $500,000 in cash and the issuance of 500,000 warrants, or such other fee as may be determined by the Board and approved by the Exchange. Each warrant is expected to be exercisable into one post-Consolidation (as defined below) Share for five years following the date of closing of the Proposed Transaction at an exercise price equal to the higher of: (i) the Market Price of the Shares as at January 18, 2021, being the date trading in the Shares was halted in connection with the announcement of the Proposed Transaction, adjusted to give effect to the Consolidation, and (ii) the price of the concurrent financing undertaken in connection with the Proposed Transaction.

The total value of any finder’s fee or commission paid by the Company in connection with the Qualifying Transaction shall be in compliance with the limits set out in applicable Exchange policies, including Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions , and any such fee or commission will be subject to the review and approval of the Exchange.

The Finder’s Fee Resolution requires Disinterested Approval. In accordance with the New CPC Policy, the votes attached to the Shares held by all Non-Arm’s Length Parties to the Company, and their Associates and Affiliates, must be excluded from the calculation of Disinterested Approval in connection with the Finder’s Fee Resolution, and such approval must constitute Majority of the Minority Approval (as defined in the policies of the Exchange). As such, an aggregate of 3,100,000 Shares that were held by Non-Arm’s Length Parties as at the Record Date will be excluded from voting on the Finder’s Fee Resolution.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Finder’s Fee Resolution in substantively the following form:

“RESOLVED THAT:

Subject to the approval of the TSX Venture Exchange (the “ Exchange ”), and in accordance with the new Policy 2.4 – Capital Pool Companies of the Exchange, effective as of January 1, 2021, GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) is authorized to pay a finder’s fee or commission to a “Non-Arm’s Length Party” (as that term is defined in the policies of the Exchange) to the Company upon completion of its Qualifying Transaction (as defined in the policies of the Exchange), as more particularly described in the Company’s management information circular dated September 10, 2021 (the “ Information Circular ”);
In the event that the Proposed Transaction (as defined in the Information Circular) is completed, the Company is authorized to pay a finder’s fee to Grey House Partners Inc., a company controlled by Michael Franks and Sa’ad Shah, comprised of $500,000 in cash and the issuance

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of 500,000 warrants of the Company, or such other fee as may be determined by the board of directors of the Company and approved by the Exchange, as further described in the Information Circular; and

Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The Board recommends that Shareholders vote FOR the adoption of the Finder’s Fee Resolution. Unless a Shareholder directs that their Shares be voted against the Finder’s Fee Resolution, the Management Appointees will vote FOR the Finder’s Fee Resolution.

CHANGE OF NAME

In connection with the completion of its Qualifying Transaction, it is expected that the Company will change its name to reflect the business of the Target Company (as defined in the policies of the Exchange), to such name as may be determined by the Company and approved by the Exchange (the “ Name Change ”). The purpose of the Name Change will be to have a corporate name that better reflects the business and operations of the Resulting Issuer following completion of the Qualifying Transaction. If the Proposed Transaction is completed, it is expected that the name of the Company will be changed to “Diamond Therapeutics Inc.”, or such other name as may be determined by the parties and acceptable to the Exchange.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution in the form set out below (the “ Name Change Resolution ”), authorizing the amendment of the articles of the Company to effect the Name Change. The Name Change Resolution will not be implemented except in connection with the completion of a Qualifying Transaction.

If the Name Change Resolution is approved at the Meeting, it is the intention of the Board that the Name Change will be made effective shortly before the Proposed Transaction, or any other Qualifying Transaction, is completed, subject to the receipt of all necessary regulatory approvals. The text of the Name Change Resolution reserves to the Board the power to revoke the Name Change Resolution after it has been approved by Shareholders and to amend the name of the Company to any other name that may be approved by the Board in its sole discretion.

In order to be adopted, the Name Change Resolution must be passed by the affirmative vote of a special majority (66 2/3%) of the votes cast by Shareholders present at the Meeting in person or by proxy. If the Name Change Resolution does not receive the requisite Shareholder approval, the Name Change will not proceed.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Name Change Resolution in substantively the following form::

“RESOLVED AS A SPECIAL RESOLUTION THAT:

The amendment of the articles of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) to change the name of the Company to “Diamond Therapeutics Inc.” or such other name as may be determined by the board of directors of the Company (the “ Board ”) in its sole discretion in connection with the completion of any Qualifying Transaction (as defined in the policies of the TSX Venture Exchange) by the Company (in any case, the “ Name Change ”) is authorized and approved;
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to

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fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination; and

Notwithstanding the passing of this special resolution by the shareholders of the Company, the Board is authorized and empowered, without further notice to or approval of the shareholders of the Company, not to proceed with the Name Change or to revoke this resolution at any time prior to the Name Change becoming effective.”

The Board recommends that Shareholders vote FOR the adoption of the Name Change Resolution. Unless a Shareholder directs that their Shares be voted against the Name Change Resolution, the Management Appointees will vote FOR the Name Change Resolution.

CONSOLIDATION OF OUTSTANDING SECURITIES

In connection with the Proposed Transaction (or any other Qualifying Transaction that may be completed by the Company), management of the Company wishes to be in a position to effect a consolidation of the Shares on the basis of 1.137 pre-consolidation Shares for each post-consolidation Share (the “ Consolidation ”).

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution in the form set out below (the “ Consolidation Resolution ”), authorizing the Consolidation. Although the Consolidation Resolution is expected to be implemented prior to the completion of the Qualifying Transaction, it will not be implemented if the Qualifying Transaction is not about to be imminently completed. The Consolidation will also be subject to any applicable regulatory approvals, including the approval of the Exchange.

In order to be adopted, the Consolidation Resolution must be passed by the affirmative vote of a special majority (66 2/3%) of the votes cast by Shareholders at the Meeting, whether in person or by proxy. If the Consolidation Resolution does not receive the requisite Shareholder approval, the Consolidation will not proceed and a Qualifying Transaction may not be completed.

Certain Risks Associated with the Consolidation

There can be no assurance that the total market capitalization of the Shares (being the aggregate value of all Shares at the then-market price) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. There can also be no assurance that the market price per Share following the Consolidation will be higher than the market price per Share immediately before the Consolidation, or equal or exceed the direct arithmetical result of the Consolidation. A decline in the market price of the Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of the Consolidation, and the liquidity of the Shares could be adversely affected. There can be no assurance that, if the Consolidation is implemented, the margin terms associated with the purchase of Shares will improve or that the Company will be successful in receiving increased attention from institutional investors.

Principal Effects of the Consolidation

As of the date of this Circular, there are 10,000,000 Shares issued and outstanding. The following table sets out the number of Shares that would be outstanding as a result of the Consolidation based on the ratio Shareholders will be asked to approve at the Meeting:

Consolidation Ratio	Approximate Number of Outstanding Shares Post Consolidation(1)(2) (undiluted)	Approximate Number of Outstanding Shares Post Consolidation(1)(3) (fully diluted)
1.137	8,795,074	9,674,581

(1) The exact number of Shares outstanding after the Consolidation will vary based on the elimination of fractional Shares, and certain other factors.

(2) Based on 10,000,000 Shares issued and outstanding as at the date of this Circular.

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(3) Based on 10,000,000 issued and outstanding Shares and 1,000,000 outstanding Options as at the date of this Circular, for a total of 11,000,000 Shares on a fully diluted basis.

Tax Effect

The Consolidation will not give rise to a capital gain or loss under the Income Tax Act (Canada) for a resident Canadian Shareholder who holds such Shares as capital property. The adjusted cost base to such Shareholders of their Shares immediately after the Consolidation will be equal to the aggregate adjusted cost base to such Shareholder of the Shares immediately before the Consolidation. This disclosure is general guidance only – all Shareholders should consult their own tax advisors to determine the impact of the Consolidation on their respective Shares.

Notice of Consolidation and Letter of Transmittal

Upon receipt of all required regulatory, Exchange, Shareholder and Board approvals, the Company will mail a letter of transmittal to all registered Shareholders, which must be duly completed and submitted by any registered Shareholder wishing to receive a share certificate or direct registration system (DRS) advice representing the post-Consolidation and post-Name Change Shares to which they are entitled upon completion of the Name Change and the Consolidation. This letter of transmittal should be used by registered Shareholders for the purpose of surrendering certificates representing the currently outstanding Shares to the Company’s registrar and transfer agent, Odyssey Trust Company, in exchange for new share certificates or direct registration system (DRS) advices representing post-Consolidation and post-Name Change Shares. After the Consolidation and Name Change, current issued share certificates representing preConsolidation and pre-Name Change Shares will (i) not constitute good delivery for the purposes of trades of postConsolidation and post-Name Change Shares, and (ii) be deemed for all purposes to represent the number of postConsolidation and post-Name Change Shares to which the Shareholder is entitled as a result of the Consolidation. No delivery of a new certificate or direct registration system (DRS) advice to a Shareholder will be made until the Shareholder has surrendered their current issued certificate(s). The letter of transmittal will contain instructions as to

the procedure by which the existing share certificates and the letter of transmittal are to be sent to Odyssey Trust Company, the Company’s registrar and transfer agent.

Non-Registered Shareholders

Non-registered Shareholders holding their Shares through a bank, broker or other intermediary should note that such bank, broker or other intermediary may have different procedures for processing the proposed Consolidation than those that will be put in place by the Company for registered Shareholders. If you hold your Shares with a bank, broker or other intermediary and you have any questions in this regard, you are encouraged to contact your nominee.

Fractional Shares

No fractional Shares will be issued upon the Consolidation. All fractions of post-Consolidation Shares will be rounded down to the next lowest whole number.

Percentage Shareholdings

The proposed Consolidation will not affect any Shareholder’s percentage ownership in the Company, even though such ownership will be represented by a smaller number of Shares. Instead, the Consolidation will reduce proportionately the number of Shares held by all Shareholders.

Implementation

The implementation of the proposed Consolidation is conditional on the Company receiving all necessary approvals, including the approval of the Exchange, and the imminent completion of a Qualifying Transaction. The Consolidation Resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Consolidation, without further approval of the Shareholders. In particular, the Board may determine not to present the Consolidation Resolution to the Meeting or, if the Consolidation Resolution is presented to the Meeting and approved, may determine after the Meeting not to proceed with completion of the Consolidation. The Board does not intend to implement the Consolidation or the Name Change unless a Qualifying Transaction is to be imminently completed.

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At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Consolidation Resolution in substantively the following form:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) be and is authorized to amend the Company’s articles to consolidate the issued and outstanding common shares in the capital of the Company (each, a “ Share ”) on the basis of a ratio of 1.137 pre-consolidation Shares for each post-consolidation Share (the “ Consolidation ”), as further described in the management information circular of the Company dated September 10, 2021;
In the event that the Consolidation would result in the issuance of a fractional Share, no fractional Share will be issued and such fractional Share will be rounded down to the next lowest whole number;
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination; and
Notwithstanding the passing of this special resolution by the shareholders of the Company, the board of directors of the Company is authorized and empowered, without further notice to or approval of the shareholders of the Company, to not proceed with the Consolidation or to revoke this resolution at any time prior to the Consolidation becoming effective.”

The Board recommends that Shareholders vote FOR the adoption of the Consolidation Resolution. Unless a Shareholder directs that their Shares be voted against the Consolidation Resolution, the Management Appointees will vote FOR the Consolidation Resolution.

Approval of Advance Notice By-Law

Effective September 10, 2021, the Board resolved to adopt By-law No. 2 of the Company, which sets out advance notice requirements that apply in certain circumstances involving nominations of individuals for election as directors of the Company (the “ Advance Notice By-Law ”). A copy of the Advance Notice By-Law is attached to this Circular as Schedule B. The summary of the Advance Notice Bylaw set out below is qualified in its entirety by the full text of the Advance Notice Bylaw.

The Advance Notice By-Law is intended to promote the orderly conduct of business at Shareholder meetings, and ensure that Shareholders, including Shareholders who vote by proxy at a meeting of the Shareholders at which directors are to be elected, will have adequate time and sufficient information to evaluate potential nominees to the Board.

Among other things, the Advance Notice By-Law fixes a deadline by which Shareholders must submit director nominations to the Company prior to any annual meeting of the Shareholders or any special meeting of the Shareholders at which directors are to be elected. It also specifies the information that a nominating Shareholder must include in their notice to the Company for the notice to be in proper form and for any proposed nominee to be eligible for election at the applicable meeting of the Shareholders.

In order for the nomination of any person for election to the Board to be accepted, the nomination must be made: (i) by or at the direction of the Board, or an authorized officer of the Company, including pursuant to a notice of meeting; or (ii) by or at the direction or request of one or more Shareholders pursuant to a proposal duly made in accordance with the Business Corporations Act (Ontario) (the “ OBCA ”) or a requisition of meeting duly made in accordance with the OBCA.

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In addition, an individual may be nominated for election to the Board by a person (a “ Nominating Shareholder ”) who: (i) at the close of business on the date that notice of a proposed nomination is given to the Company (as contemplated by the Advance Notice By-Law) and on the record date for determining Shareholders entitled to receive notice of, or to vote at, the applicable meeting, is entered in the Company’s securities register as a holder of one or more Shares carrying the right to vote at such meeting or who beneficially owns Shares that are entitled to be voted at such meeting and establishes such beneficial ownership to the satisfaction of the Chair; and (ii) complies with the notice and other procedures set out in the Advance Notice By-Law.

The Advance Notice By-Law fixes a deadline by which notice of a proposed nomination must be provided by the Nominating Shareholder to the Secretary of the Company prior to any annual meeting of the Shareholders or any special meeting of the Shareholders at which directors are to be elected, and outlines the specific information that the Nominating Shareholder must include in such notice. No person nominated by a Shareholder will be eligible for election as a director unless nominated in accordance with the provisions of the Advance Notice By-Law.

In the case of an annual meeting of Shareholders, notice to the Secretary must be given by the Nominating Shareholder not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting is made, notice may be given by the Nominating Shareholder not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), notice to the Secretary must be given by the Nominating Shareholder not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law and may delegate such discretion to the Chair of any meeting of the Shareholders.

The Advance Notice By-Law will be in effect until it is confirmed or rejected by Shareholders at the Meeting. If confirmed, the Advance Notice By-Law will continue in effect in the form in which it is so confirmed at the Meeting. If Shareholders do not approve the resolution approving the Advance Notice By-Law (the “ Advance Notice By-Law Resolution ”) at the Meeting, it will cease to have effect. For greater certainty, the Company’s existing by-laws are not affected by the Advance Notice By-Law and will continue in effect, unamended.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the Advance Notice By-Law Resolution in substantively the following form:

“ RESOLVED, AS A SPECIAL RESOLUTION, THAT :

By-Law No. 2 of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”), which provides, among other things, for advance notice of nominations of persons to serve as directors of the Corporation, in the form attached as Schedule B to, and as described in the management information circular of the Company dated September 10, 2021, is ratified and confirmed as a by-law of the Company; and
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The Board recommends that Shareholders vote FOR the Advance Notice By-Law Resolution at the Meeting. Unless a Shareholder directs that their Shares be voted against the Advance Notice By-Law Resolution, the Management Appointees will vote FOR the Advance Notice By-Law Resolution.

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OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than those matters referred to in the Notice of Meeting. Receipt at the Meeting of reports to the directors and auditors and the Company’s financial statements for its last completed financial year and the auditors’ report thereon will not constitute approval or disapproval of any matters referred to therein.

If any matters which are not now known should properly come before the Meeting, the accompanying Form of Proxy will be voted on such matters in accordance with the best judgment of the Management Appointees or other applicable proxy holder.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of its Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of financial year ended December 31, 2020, and whose total compensation exceeded $150,000 for that financial year (collectively, “ NEO ” or the “ Named Executive Officers ”), and for the directors of the Company.

As of the year-ended December 31, 2020, the Company had two individuals that qualified as NEOs, being Michael Franks, CEO, and Warren Wright, CFO.

SUMMARY COMPENSATION TABLE

The following table is a summary of the compensation paid, directly or indirectly, to the Named Executive Officers and directors of the Company for the two most recently completed financial years.

Name and Position	Fiscal Year ended December 31, 2020	Salary, Consulting Fees, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All other Compensation ($)	Total Compensation ($)
Michael Franks CEO and Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Warren Wright CFO and Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Sa’ad Shah Secretary and Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
George Main Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Andrew Jolley Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Paul Barbeau Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

During the financial year ended December 31, 2020, the following Options (being the only compensation securities granted by the Company) were granted to the directors and Named Executive Officers by the Company:

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Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class (#)	Date of Issue or Grant	Expiry Date	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)
Michael Franks CEO and Director	Options	166,666	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Warren Wright CFO and Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Sa’ad Shah Secretary and Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
George Main Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Andrew Jolley Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Paul Barbeau Director	Options	166,666	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215

As at the date of this Circular, none of the Options set out in the table above have been exercised.

PENSION PLAN BENEFITS

The Company has never had any pension or retirement benefit plans and none are proposed at this time.

STOCK OPTION PLAN AND OTHER INCENTIVE PLANS

As of the date of this Circular, the Option Plan is the Company’s only equity compensation plan. Under the terms of the Option Plan, the Board may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers and directors of the Company, non-transferable Options, provided that the number of Shares reserved for issuance on exercise of such Options will not exceed 10% of the issued and outstanding Shares, and such Shares will be exercisable for a maximum of 10 years from the date of grant. The number of Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Shares. The number of Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Shares. Options representing not more than 10% of the issued and outstanding Shares may be granted to insiders within any 12 month period. Options granted to officers, directors and technical consultants of the Company may be exercised within the greater of 12 months after the completion of a Qualifying Transaction and 90 days following cessation of the optionee’s position with the Company, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option. Any Shares acquired pursuant to the exercise of Options prior to the completion of a Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Exchange issues its final bulletin.

The Option Plan will, subject to receipt of Disinterested Approval at the Meeting, be amended in order to reflect the provisions permitted by the New CPC Policy. See “ Particulars of Matters to be Acted Upon – Amendments to the Option Plan ”.

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EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

There are no agreements or arrangements under which compensation was provided during the most recently completed financial year, or is payable, in respect of services provided to the Company that were performed by a director or NEO, or that were performed by any other party but are services typically provided by a director or NEO.

DESCRIPTION OF DIRECTOR AND NAMED NEO COMPENSATION

As a Capital Pool Company, the Company is not permitted to make payments of any kind to any Non-Arm’s Length Party to the Company, including any NEO or director, including any salaries, consulting fees or directors fees, except as permitted by the narrow exceptions set out in Exchange Policy 2.4. As such, the sole form of compensation provided by the Company to NEOs and directors is long-term compensation, represented by the grant of Options. Determination of the number of Options to be granted to each director and officer is made by the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has implemented the Option Plan, described in more detail under the heading “ Statement of Executive Compensation – Stock Option Plan and Other Incentive Plans ” above. The following table sets out additional information with respect to the Option Plan as of December 31, 2020:

Name and Position	Number of securities to be issued upon exercise of outstanding Options, warrants and rights(1) (#)	Weighted-average exercise price of outstanding Options, warrants and rights (#)	Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a))(2) ($)
Option Plan(3)(4)	1,000,000	$0.20	Nil
Equity Compensation Plans Approved by Shareholders	Nil	Nil	Nil

(1) The Company granted an aggregate of 1,000,000 Options to the directors and officers of the Company upon completion of the Company’s IPO.

(2) There are no securities reserved for future issuance under the Option Plan as of the date of this Circular. Under the Former CPC Policy, while the Company is a Capital Pool Company, it is restricted to an Option pool equal to 10% of the issued and outstanding Shares on closing of its IPO.

(3) The Option Plan will, subject to receipt of Disinterested Approval at the Meeting, be amended in order to reflect the changes permitted by the New CPC Policy. See “ Particulars of Matters to be Acted Upon at the Meeting – Amendments to the Option Plan ”.

(4) As the Meeting will be the Company’s first annual general meeting since its IPO, the Option Plan has not yet been approved by Shareholders. Shareholders will be asked to approve the amended and restated Option Plan at the Meeting.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director, executive officer or employee of the Company, nor any person who has held such a position since the beginning of the most recently completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate of any of them, is, or at any time during that period, has been, indebted to the Company, or had indebtedness during that period which was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

AUDITORS

The external auditor of the Company is MNP LLP. MNP LLP was first appointed as the Company’s auditor following the Company’s incorporation in 2020.

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MANAGEMENT CONTRACTS

Management functions of the Company are substantially performed by officers of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

DISCLOSURES RELATING TO CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) set out a series of guidelines for effective corporate governance. The guidelines address matters such as the constitution and independence of corporate boards, the function to be performed by boards and their committees, and the effectiveness and education of board members. NI 58-101 requires the disclosure by each reporting issuer of its approach to corporate governance with reference to the guidelines as it is recognized that the unique characteristics of individual corporations will result in varying degrees of conformity. The following disclosure is provided in accordance with the corporate governance disclosure prescribed by Form 58-101F2 of NI 58-101.

Board of Directors

NI 58-101 defines an “independent director” as a director who has no direct or indirect material relationship with the Company. A “material relationship” is defined as a relationship, which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgment.

The Board is currently comprised of six members. Under NI 58-101 and NP 58-201, Mr. Franks, Mr. Wright and Mr. Shah are not considered independent, as they are officers of the Company, and Mr. Main, Mr. Jolley and Mr. Barbeau are considered to be independent.

Directorships

The following director is also currently a director of other reporting issuers in a Canadian jurisdiction (or the equivalent in a foreign jurisdiction):


Name of Director	Name of Reporting Issuer	Market
Paul Barbeau	TUP Capital Inc.	TSXV
	Nevada Silver Corporation(formerlyNBS Capital Inc.)	TSXV

Nomination of Directors

The Board performs the functions of a nominating committee and is responsible for the appointment and assessment of directors. The Board believes that this is a practical approach at this stage of the Company’s development and given the small size of the Board. While there are no specific criteria for Board membership, the Company attempts to attract and maintain directors with business knowledge and an established knowledge of areas which would assist in guiding the officers of the Company. As such, nominations tend to be the result of recruitment efforts by management of the Company and discussions among directors prior to the consideration by the Board as a whole.

Director Term Limits

The Company has not adopted term limits for or other mechanisms for Board renewal. The Board believes that term limits are not practical at this stage of the Company’s development.

Board’s Relations with Management

The interaction between management and Board members, both inside and outside of meetings of the Board, ensures that the Board is properly informed and that the experience of the Board members is brought to bear when needed by management. The Board has also adopted a policy of permitting individual directors under appropriate circumstances to engage legal, financial or other expert advisors at the Company’s expense.

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Director Compensation

Refer to “ Statement of Executive Compensation – Oversight and Description of Director and Named Executive Officer Compensation ” for a discussion of the steps taken to determine the compensation of the NEOs and directors of the Company.

Director Assessment

The Board seeks to assess, on an annual basis, the contribution of the Board as a whole and each of the individual directors, in order to determine whether each is functioning effectively.

Director Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors. New directors are given an opportunity to familiarize themselves with the Company by meeting with other directors, reviewing the rules and regulations of the Exchange, and reviewing the corporate by-laws. Moreover, new directors are encouraged to speak with the Company’s solicitors to become familiarized with their legal responsibilities as directors.

Ethical Business Conduct

The role of the Board is to oversee the conduct of the Company’s business and to supervise the activities of management in connection with the identification and completion of a Qualifying Transaction. Given the size of the Company, all material transactions are addressed at the Board level.

DISCLOSURE RELATING TO AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer (as defined in NI 52-110), to disclose annually in its management information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. The following disclosure is provided in accordance with Form 52-110F2 of NI 52-110.

Audit Committee Charter and Composition

The Board has established an Audit Committee consisting of three directors of the Company, the majority of whom are not officers, employees or control persons of the Company.

For the year-ended December 31, 2021, Michael Franks, George Main and Andrew Jolley were members of the Audit Committee and were “financially literate” as defined in NI 52-110. Pursuant to NI 52-110, a person is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

Mr. Main and Mr. Jolley are considered “independent” directors, as defined in NI 52-110, while Mr. Franks is not considered independent as he is the CEO of the Company. Additional details with respect to each of their respective backgrounds is included in the table above under the heading “Election of Directors”.

As a venture issuer, the Company is relying on an exemption provided in Section 6.1 in NI 52-110 from certain disclosure requirements and requirements regarding the composition of the Audit Committee, including the requirement that all members qualify as “independent”.

The responsibilities and operation of the Audit Committee are set out in the Company’s Audit Committee charter, a copy of which is attached to this Circular as Schedule C.

Relevant Education and Experience

In addition to the background and experience noted below with respect to each member of the Audit Committee, all members of the Audit Committee had direct access to the Company’s auditors and to the Company’s management.

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Audit Committee Oversight

Since the commencement of the most recently completed financial year, the Board adopted all of the recommendations of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the most recently completed financial year, the Company did not rely on an exemption provided under Section 2.4 ( De Minimis Non-audit Services ) of NI 52-110, nor has the Company obtained or relied upon any exemption from a securities regulatory authority or regulator from the requirements of Part 8 ( Exemptions ) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures regarding the engagement of non-audit services, but does review such matters as they arise in light of factors such as the Company’s current needs, the availability of services from other sources and the other services provided by the Company’s auditor.

EXTERNAL AUDITOR SERVICES FEES

The following table sets out the aggregate fees billed by the Company’s external auditor during the fiscal year ended December 31, 2020, being the first fiscal year completed by the Company:

Category of Fees	Fiscal Year Ended December 31, 2020 ($)
Audit Fees(1)	10,000
Audit-Related Fees(2)	-
Tax Fees(3)	2,000
All Other Fees(4)	-

(1) Fees billed by the Company’s external auditor during the fiscal year ended December 31, 2020.

(2) Fees billed during the fiscal year for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.

(3) Fees billed during the fiscal year for services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) Aggregate fees billed during the fiscal year for products and services provided by the Company’s external auditor, other than the services reported under “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR and can be accessed at www.sedar.com. Financial information in respect of the Company and its affairs is provided in the Company’s comparative financial statements and the related management discussion and analysis (“ MD&A ”) for its most recently completed financial year.

Shareholders may request copies of such financial statements and MD&A by mailing a request to: GHP Noetic SciencePsychedelic Pharma Inc., 100 Broadview Avenue, Suite 300, Toronto, ON M4M 3H3.

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APPROVAL OF THE BOARD

The contents and sending of this Circular have been approved by the Board.

DATED at Toronto, Ontario this 10[th] day of September, 2021.

(Signed) “Michael Franks”

Michael Franks Chief Executive Officer and Director

SCHEDULE A

AMENDED AND RESTATED STOCK OPTION PLAN OF GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC.

1. PURPOSE

The purpose of th ~~e~~ is Stock Option Plan (the “ Plan ”) of GHP Noetic Science-Psychedelic Pharma Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “ Corporation ”) , is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, and other permitted persons, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. ADMINISTRATION

The Plan shall be administered by the board of directors of the Corporation or by a special committee of the directors appointed from time to time by the board of directors of the Corporation pursuant to rules of procedure fixed by the board of directors (such committee or, if no such committee is appointed, the board of directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all ~~participants in the Plan~~ ~~P~~ articipants (as defined below) and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an option agreemen ~~t in writing~~ , signed on behalf of the Corporation and by the ~~optionee~~ Participant , in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. STOCK EXCHANGE RULES

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the Shares are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”). It is the intention of the Corporation that this Plan will at all times be in compliance with the policies of the TSX Venture Exchange (the “ Policies ”) and any inconsistencies between this Plan and the Policies will be resolved in favour of the latter. Capitalized terms used but not otherwise defined in the Plan shall have the meanings – – set out in the Policies, including, in particular, Policies 1.1 Interpretation , 2.4 Capital Pool Companies (for so long as the Corporation remains a Capital Pool Company) and 4.4 – Incentive Stock Options .

4. SHARES SUBJECT TO PLAN

The Plan is a “rolling” stock option plan. Subject to adjustment as provided in Section 15 ~~hereof~~ , the ~~shares~~ securities to be ~~offered~~ issued on exercise of options granted under the Plan shall ~~consist of~~ ~~b~~ e Shares ~~of the Corporation’s authorized but unissued common shares. Prior to completion of a “Qualifying Transaction” (as defined in the Policies) or otherwise accepted by the TSX Venture Exchange, during the time that the Corporation is a “Capital Pool Company” (as defined in Policy 2.4 of the Exchange), the aggregate~~ . The total number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed ~~ten percent (~~ 10 ~~%)~~ of th ~~e Shares~~ issued and outstanding Shares as at the ~~closing~~ ~~d~~ ate of ~~the Corporation’s initial public offering. Upon completion of a Qualifying Transaction, the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed ten percent (10%) of~~

~~the issued and outstanding Shares from time to time~~ ~~g~~ rant of any option . If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares ~~subject thereto~~ ~~i~~ n respect of such options shall again be available for ~~the purpose of~~ ~~f~~ urther option grants under this Plan.

Unless the Corporation obtains the approval of holders of a majority of the votes cast by all of the Corporation’s shareholders at a duly constituted meeting, excluding votes attached to ~~the~~ Shares beneficially owned by Insiders and their Associates (“Disinterested Shareholder Approval”), no grant of options shall result at any time in: (a) the number of Shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding Shares at the time of such grant; (b) the grant to Insiders within the 12 month period prior to such grant of a number of options exceeding 10% of the outstanding Shares as at the time of such grant; or (c) the grant to any one Participant within the 12 month period prior to such grant of a number of options exceeding 5% of the issued and outstanding Shares as at the time of such grant.

5. MAINTENANCE OF SUFFICIENT CAPITAL

The Corporation shall at all times during the term of the Plan reserve and keep available such numbe ~~rs~~ of Shares as will be sufficient to satisfy the requirements of the Plan.

6. ELIGIBILITY AND PARTICIPATION

~~(a) P~~ rior to the ~~closing~~ ~~C~~ ompletion of the Qualifying Transactio ~~n, directors and officers~~ ~~:~~

(a) options shall only be granted to: (i) a director or senior officer of the Corporation ~~and~~ ~~,~~ (ii) where permitted by Securities Laws ~~(as such term is defined in the policies of the TSXV Venture Exchange (the “~~ ~~Policies ”)),~~ a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company ~~(as such terms are defined in the Policies),~~ as the case may be, is required to evaluate the proposed Qualifying Transaction ~~shall be eligible for selection to participate in the~~ (a “Technical Consultant”), (iii) a company, all of whose securities are owned by such a director, senior officer or Technical Consultant, or (iv) an Eligible Charitable Organization (with any such person to whom options are granted under this Plan being a “Participant”) ; and
(b) ~~Following the closing of the Qualifying Transaction, directors, officers, consultants, employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“~~ ~~Management Company Employees ”) shall be eligible for selection to participate in the Plan~~ ~~n~~ o options shall be granted to any person providing Investor Relations Activities, promotional or market-making services; and

~~(collectively, such persons hereinafter collectively referred to as “~~ ~~Participants ”).~~

(c) no options may be granted to any person unless such person first enters into a CPC Escrow Agreement agreeing to deposit the options, and the Shares acquired pursuant to the exercise of such options, into escrow as described in Part 10 of Policy 2.4 – Capital Pool Companies .

Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of ~~employees or consultants of the Corporation or~~ ~~E~~ mployees, Management Company Employees or Consultants , the option agreements to which they are party must contain a representation of the Corporation that such ~~e~~ ~~E~~ mploye ~~e,~~ ~~, c~~ ~~C~~ onsultant or Management Company Employee, as the case may be, is a bona fide ~~e~~ ~~E~~ mploye ~~e,~~ , ~~c~~ C onsultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

~~No options granted under the Plan may be exercised before the completion of the Qualifying Transaction unless the optionee agrees in writing to deposit the Shares acquired into escrow until the issuance of the Final Exchange Bulletin (as defined in the Policies).~~

7. EXERCISE PRICE AND VESTING

(a) The exercise price of ~~the Shares subject to each option shall be the fair market value of such Shares at the time the option is granted, as determined by the Board in its sole discretion, subject only to applicable Exchange policies and approval, at the time any option is granted. In no event~~ any options shall ~~such exercise price be lower than the exercise price permitted by the Exchange. For certainty, prior to~~ ~~b~~ e fixed by the Board at the ~~completion~~ time of ~~the Qualifying Transaction, the exercise~~ ~~g~~ rant, provided that such price ~~per Share cannot~~ ~~s~~ hall not be less than the ~~greater of: (i) the price per share in the Corporation’s initial public offering; and (ii) the D~~ iscounted Market Price ~~(as defined in~~ ~~p~~ er Share at the time of grant, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the Policie ~~s).~~
~~(b)~~ The Corporation will be required to obtain ~~approval by a majority of the votes cast by all of the Corporation’s shareholders at a duly constituted meeting, excluding votes attached to the Shares beneficially owned by Insiders (as such term is defined in the Policies) or as defined in securities legislation applicable to the Corporation) who are Participants (“D~~ isinterested Shareholder Approval ~~”)~~ prior to effecting any reduction in the exercise price of any option ~~to purchase Shares previously granted to~~ held by an Insider of the Corporation at the time of the proposed reduction .

8. NUMBER OF OPTIONED SHARES O PTIONS

(a) The number of ~~Shares subject to an option~~ ~~o~~ ptions granted to any one Participant shall be determined by the Board, but no one Participant shall be granted ~~an option~~ ~~a~~ number of options which exceeds the maximum number permitted by the Exchange.

(b) (i)

(b) Prior to the ~~completion of the Qualifying transaction: (A) no single Participant may be granted options to purchase a number of Shares equalling more than five percent (5%)~~ Completion ~~following the completion~~ of the Qualifying Transaction, the number of Shares reserved under option for issuance to: (a) any individual Participant shall not exceed 5% of the outstanding Shares at the date of grant ; ~~and (B~~ ~~b~~ ) ~~no Participants who are technical consultants may be granted an~~ all Technical Consultants shall not exceed, in aggregat ~~e number of options to purchase Shares equalling~~ ~~,~~ more than ~~two percent (~~ 2 ~~%),~~ of the ~~Shares~~ issued and outstanding Shares at the ~~closing~~ ~~d~~ ate of ~~the Corporation’s initial public offering~~ ~~g~~ rant ; and ( ~~ii~~ ~~c~~ ) ~~following the completion of the Qualifying Transaction, no single Participant may be granted options to purchase a number of Shares equalling more than five percent (5~~ ~~a~~ ll Eligible Charitable Organizations shall not exceed 1 ~~%)~~ of the ~~issued~~ Shares ~~in any twelve (12) month period unless the Corporation has obtained disinterested shareholder approval in respect~~ outstanding at the date o ~~f such~~ grant ~~and meets applicable Exchange requirements~~ .
(c) ~~Options shall not be granted if the exercise thereof would result in the issuance of more than two percent (2%) of the issued Shares in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).~~ ~~F~~ ollowing the Completion of the Qualifying Transaction, the total number of Shares reserved under option for issuance to: (a) any Participant in any 12 month period shall not exceed 5% of the issued and outstanding Shares at the date of grant; (b) any one Consultant in any 12 month period shall not exceed 2% of the issued and outstanding Shares at the date of grant; and (c) all Participants providing Investor Relations Activities in any 12 month period shall not exceed 2% of the issued and outstanding Shares at the date of grant, in each case subject to adjustment in accordance with Section 15.

~~(d) Prior to the completion of the Qualifying Transaction, no Options may be granted to any persons providing investors relations activities, promotional or market-making services. Following completion of the Qualifying Transaction, Options shall not be granted if the exercise thereof would result in the issuance of more than two percent (2%) of the issued Shares in any twelve (12) month period to persons employed to provide investor relation activities. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than one-quarter (¼) of the options vesting in any three (3) month period.~~

9. DURATION OF OPTION

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being ~~ten (10)~~ years for the TSX Venture Exchange.

10. OPTION PERIOD , VESTING , CONSIDERATION AND PAYMENT

(a) The ~~option~~ period during which an option may be exercised shall be a period of time fixed by the Board , not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 ~~covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.~~
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist ; provided that options granted to Participants performing Investor Relations Activities shall vest in stages over at least 12 months, with no more than one-quarter ~~(¼) of the~~ ~~o~~ f such options vesting in any three ~~(3) month period.~~ ~~m~~ onth period. If no vesting schedule is specified by the Board at the time of grant, and the Participant is not performing Investor Relations Activities, the options shall vest immediately .
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period.
(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a ~~director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a~~ ~~D~~ irector, Officer, Employee, Management Company Employee or Consultant of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his, her or its legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him, her or it under the terms of the Plan.

11. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

(a) If a Participant ceases to be a Director, Officer, Employee, Management Company Employee or Consultant, as applicable, their options shall terminate on the earlier of the expiry date of such options and the date that is 90 days following the Participant’s Termination Date (as defined below) (or such other period as may be determined by the Board in its sole discretion, subject to a maximum termination date of 12 months following the Participant’s Termination Date); provided that if such Participant’s employment or service is terminated by the Corporation under circumstances that require notice of termination or pay in lieu thereof be provided under applicable employment standards legislation, the Termination Date shall instead be the later of (i) the Participant’s last day of active service or employment, and (ii) the end of the period of

statutory notice of termination required to be provided in respect of that termination under applicable employment standards legislation, in each case excluding any additional period of reasonable or contractual notice (whether agreed or adjudicated). When used in this Plan, “Termination Date” means the last date of the Participant’s active service or employment with the Corporation or any of its subsidiaries.

(b) ~~(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his, her or its option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within ninety~~ Notwithstanding Section 11(a): (i) any options granted prior to the Completion of the Qualifying Transaction shall terminate on the earlier of: (A) the expiry date of such options and ( ~~90~~ B ) ~~days~~ 12 months after the Participant ~~ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such~~ ~~’~~ s Termination Date; and (ii) if a Participant was engaged in ~~investor relations activities, in which case such exercise must occur within thirty (~~ ~~I~~ nvestor Relations Activities, any options held by such Participant will terminate 30 ~~)~~ days after the cessation of the Participant’s services to the Corporation.
~~(b) If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer (as such term is defined in the Policy) upon completion of the Corporation’s Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of (i) twelve (12) months after completion of the Qualifying Transaction; and (ii) ninety (90) days after the Participant ceases to be a director, officer, consultant or employee of the Resulting Issuer.~~
(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a ~~director, officer, consultant, employee or~~ Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries or affiliates.

12. DEATH OF PARTICIPANT

Notwithstanding ~~s~~ ~~S~~ ection 11, in the event of the death of a Participant, the option previously granted to him or her shall be exercisable only within the one ~~(1)~~ year after such death and then only:

(a) by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; and
(b) if and to the extent that such Participant was entitled to exercise the option at the date of his or her death.

13. RIGHTS OF OPTIONEE PARTICIPANTS

No ~~person~~ ~~P~~ articipants entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until such exercised Shares are recorded on the Corporation’s register as being issued and outstanding.

14. EXTENSION OF OPTIONS EXPIRING DURING BLACKOUT PERIOD

~~Should the~~ ~~T~~ he expiry date ~~for~~ of an ~~Option fall~~ ~~o~~ ption will be automatically extended if the expiry date falls within a blackout period ~~, or within nine (9) business days following the expiration of a blackout period, such expiry date shall be automatically extended without any further act or formality to that day~~ during which ~~is~~ the ~~tenth (10th) business day after the end of the blackout period, such tenth (10th) business day to be considered the expiry date for such Option for all purposes under the Plan. Notwithstanding Section 2, the tenth business day period may not be extended by the Board.~~ ~~C~~ orporation prohibits Participants from exercising their options, provided that:

(a) the blackout period has been formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;
(b) the blackout period expires upon the general disclosure of the undisclosed Material Information and the expiry date of the affected options is extended to no later than ten business days after the expiry of the blackout period; and
(c) the automatic extension will not be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under applicable Securities Laws) in respect of the Corporation’s securities.

For greater certainty, in the absence of the Corporation formally imposing a blackout period, no option expiry date will be automatically extended in any circumstances.

15. ADJUSTMENTS

~~If the outstanding Shares are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, recapitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.~~

(a) Appropriate adjustments to the number of options outstanding or available for grant, the aggregate number of Shares reserved for issue on exercise of options, and the exercise price per Share will be made by the Board to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations or reclassification of the Shares; the payment of any stock dividends; and any merger, amalgamation, reorganization or other business combination to which the Corporation is a party. Without limiting the generality of the foregoing, the Corporation will make adjustments to the terms of any options as follows:
(i) if the Shares are subdivided into a greater number of Shares or consolidated into a lesser number of Shares, the number of Shares which may, after that, be acquired under any options shall be the number of Shares which would have been received by the Participant on such subdivision or consolidation had the Participant then been the holder of record of the number of Shares then exercisable under such options, and in such event, the exercise price per Share shall be decreased or increased proportionately; and
(ii) if there is any capital reorganization or reclassification of the share capital of the Corporation, or any consolidation or merger, amalgamation or other business combination of the Corporation with any other person, adequate provisions shall be made by the Corporation so that there shall be substituted under any options the securities which would have been issuable or payable to the Participant had they then been the holder of record of the number of Shares then exercisable under the Options.
(b) Any Shares or other securities added to or substituted for Shares exercisable under any options shall be subject to adjustment in the same manner and to the same extent as the Shares originally covered by such options.
(c) No fractional Shares shall be issued upon the exercise of any option. If, as a result of any adjustment under this Section 15, a Participant would become entitled to a fractional Share, the fractional Share shall be rounded down to the next whole number and no payment or other adjustment will be made.
(d) Adjustments under this Section 15 shall be made by the Board , whose determination as to what adjustments shall be made, and the extent ~~thereof~~ of any adjustment , shall be final, binding and conclusive. ~~No fractional Share shall be required to be issued under the Plan on any such adjustment.~~

16. TRANSFERABILITY

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

17. AMENDMENT AND TERMINATION OF PLAN

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

18. NECESSARY APPROVALS

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

19. WITHHOLDING TAXES

The Corporation’s obligation to deliver Shares issuable on the exercise of an option shall be subject to a Participant’s satisfaction of all applicable income, employment and non-resident withholding tax obligations. Without limiting the generality of the foregoing, if the Corporation determines in its sole discretion that under the requirements of applicable taxation laws or regulations of any governmental authority whatsoever it is obliged to withhold for remittance to a taxing authority any amount upon exercise of an option, the Corporation may take any steps it considers necessary or appropriate in the circumstances to withhold in connection with any option or other benefit under the Plan including, without limiting the generality of the foregoing:

(a) requiring the Participant exercising the option to pay the Corporation, in the same manner as the exercise price for the Shares issuable on exercise of an option, such amount as the Corporation is obliged to remit to such taxing authority in respect of the exercise of the option, with any such additional payment, in any event, being due no later than the date as of which any amount with respect to the option exercised first becomes included in the gross income of the Participant for tax purposes;
(b) issuing the Shares issuable on the exercise of an option to an agent on behalf of the Participant and directing the agent to sell a sufficient number of such Shares on behalf of the Participant to satisfy the amount of any such withholding obligation, with the agent paying the proceeds of any such sale to the Corporation for this purpose; and
(c) to the extent permitted by law, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to the Participant.

20. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

21. INTERPRETATION

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

SCHEDULE B

GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC.

(the “ Company ”)

BY-LAW NO. 2 Advance Notice By-Law

A by-law relating generally to the advance notice requirements for the nomination of directors of the Company.

INTRODUCTION

The purpose of this advance notice by-law (this “ By-law ”) is to establish: (a) the conditions and framework under which holders (“ Shareholders ”) of common shares in the capital of the Company (each, a “ Share ”) may exercise their right to submit director nominations; (b) a window within which such nominations must be submitted by a Shareholder to the Company prior to any annual meeting of Shareholders or any special meeting of Shareholders at which directors are to be elected; and (iii) the information that a Shareholder must include in the notice to the Company with respect to the proposed nomination of a director (in any case, a “ Notice ”) for such Notice to be in proper form, so as to:

(i) promote the orderly conduct of Shareholder meetings; and
(ii) ensure that all Shareholders, whether they are voting by proxy or in person at a meeting of Shareholders, will have adequate time and sufficient information to evaluate potential nominees to the board of directors of the Company (the “ Board ”).
Nomination Procedures. Subject only to the Business Corporations Act (Ontario), as amended from time to time (the “ Act ”), the articles of the Company, as amended from time to time (the “ Articles ”), and applicable securities legislation of each relevant province and territory of Canada, as amended from time to time (including the written rules, regulations and forms made or promulgated under any applicable statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada (collectively, “ Applicable Securities Laws ”)), only individuals who are nominated in accordance with the following procedures will be eligible for election as directors of the Company at any meeting of the Shareholders at which directors are to be elected. For greater certainty, this By-law does not apply to:
(a) the appointment by the Board of a director to fill a vacancy on the Board; or
(b) the appointment, by the Board of any director between annual meetings of the Shareholders in accordance with the Act and the Articles.

Nominations of individuals for election to the Board may be made at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the scheduled items of business for such special meeting is the election of directors. Such nominations will be accepted only if made in the following manner:

(a) by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting;
(b) by or at the direction or request of one or more Shareholders pursuant to a proposal duly made in accordance with the Act, or a requisition of a meeting of the Shareholders duly made in accordance with the Act; or
(c) by any person (in any case, a “ Nominating Shareholder ”) who:
(i) at the close of business on the date that the Notice is given to the Secretary of the Company (the “ Secretary ”) as provided below, and on the record date for determining Shareholders

entitled to receive notice of, or to vote at, such meeting (as applicable), is entered in the securities register of the Company as a holder of one or more Shares carrying the right to vote at such meeting, or who beneficially owns Shares that are entitled to be voted at such meeting and who establishes to the satisfaction of the chair of the meeting such beneficial ownership; and

  - (ii) complies with the notice and other procedures set out in this By-law.

Timely and Proper Notice. In addition to any other applicable requirements, for a nomination made by a Nominating Shareholder to be valid and accepted, such Nominating Shareholder must have given timely notice of such nomination, by delivery of the Notice in proper written form, to the Secretary at the head office of the Company as set out in the Company’s SEDAR profile at www.sedar.com in accordance with this By-law.
Manner of Timely Notice. To be timely, a Nominating Shareholder’s Notice must be given to the Secretary:
(a) in the case of an annual meeting (including an annual and special meeting) of Shareholders, not less than 30 days prior to the date of the annual meeting of Shareholders; provided, however, that if the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, the Notice must be given no later than the close of business on the 10th day following the date of such public announcement; and
(b) in the case of a special meeting of Shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), no later than the close of business on the 15[th] day following the day on which the first public announcement of the date of the special meeting was made.

Each of the notice periods set out in Sections 3(a) and 3(b) shall be reset if the meeting is adjourned or postponed and, if that happens, the Notice shall be given by the date of the first public announcement of the adjournment or postponement.

Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s Notice to the Secretary must set out:
(a) as to each individual whom the Nominating Shareholder proposes to nominate for election as a director:
- (i) the name, age, business address and residential address of the individual;
- (ii) the principal occupation, business or employment of the individual for the most recent five years, including the name and principal business of any company or other entity in which any such employment is carried on;
- (iii) the number of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, or in respect of which control or direction is exercised, directly or indirectly, by the individual as of the record date for the meeting of Shareholders (if such date has been publicly disclosed and has occurred as of the date of the Notice) and as of the date of such Notice;
- (iv) any other information relating to the individual that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for the election of directors pursuant to the Act or Applicable Securities Laws (or both); and
- (v) a duly completed personal information form in the form prescribed by the principal stock exchange on which the securities of the Company are listed for trading; and

(b) as to the Nominating Shareholder:
(i) the name and address of such Nominating Shareholder;
(ii) the number of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, or over which control or direction (or both) is exercised, directly or indirectly, by such Nominating Shareholder, alone or together with any joint actor or joint actors, as of the record date for the meeting (if such date has been publicly disclosed and has occurred as of the date of the Notice) and as of the date of such Notice;
(iii) full particulars of any agreement, arrangement or understanding (including with respect to any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Notice by, or on behalf of, such Nominating Shareholder, whether or not such agreement, arrangement or understanding shall be subject to settlement in underlying securities of the Company, the effect or intent of which is to mitigate loss to, manage risk or benefit of Share price changes for, or increase or decrease the voting power of, such Nominating Shareholder with respect to securities of the Company;
(iv) full particulars of any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any Shares;
(v) whether such Nominating Shareholder intends to deliver a proxy circular and/or form of proxy to any Shareholders in connection with such nomination, or otherwise solicit proxies or votes from Shareholders in support of such nomination; and
(vi) any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident’s proxy circular or other filing(s) required to be made in connection with solicitations of proxies for the election of directors pursuant to the Act or any Applicable Securities Laws.

If more than one Shareholder is involved in making a nomination proposal, references to Nominating Shareholder in this Section 4 shall be deemed to refer to each Shareholder that nominates an individual for election as director with respect to such proposal.

Consent to Serve as Director. The Notice must be accompanied by the written consent of each nominee to their being named as a nominee and to serve as a director, if elected.
Other Information. The Company may require any proposed nominee to furnish such other information as the Company may request to: (a) determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee, or (b) satisfy the requirements of applicable stock exchange rules or other Applicable Securities Laws.
Notice to be Updated. In addition, to be considered timely and in proper written form, a Notice must be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such Notice shall be true and correct as of the record date for the meeting.
Eligibility for Election. No individual shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this By-law; provided, however that nothing in this By-law shall be deemed to preclude discussions by a Shareholder (as distinct from the nomination of directors) at a meeting of Shareholders of any matter in respect of which such Shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set out in this By-law and, if any proposed

nomination is not in compliance with this By-law, to declare that such nomination is defective and cannot be accepted. If such a determination is made, the individual will not be considered to be duly nominated for purposes of the applicable meeting and will not be eligible for election as a director.

Notwithstanding any provision of this By-law, if the number of directors to be elected at a meeting of the Shareholders is increased after the date by which a Notice would otherwise be required to be given under this By-law in order to be effective for the applicable meeting of Shareholders, a Notice with respect to nominees for the additional directorships required under this By-law shall be considered timely if it is given no later than the close of business on the 10[th] day following the date on which the first public announcement of such increase was made by the Company.
Public Announcement. For the purposes of this By-law “ public announcement ” shall mean disclosure in a news release disseminated through a national news service in Canada, or in a document publicly filed by the Company under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
Means of Giving Notice. Notwithstanding anything to the contrary in this By-law or any other by-laws of the Company, notice given to the Secretary pursuant to this By-law may only be given by personal delivery or by email (at such email address as stipulated from time to time by the Secretary for the purposes of this By-law), and shall be deemed to have been given and made only at the time it is delivered by personal delivery to, or received by email by, the Secretary at the address set out in this Section 11; provided that if such delivery or email is made on a day that is not a business day or later than 5:00 p.m. (Toronto time) on a day that is a business day, then such delivery or email shall be deemed to have been made on the first subsequent day that is a business day.
Waiver of Notice Requirements. Notwithstanding any other provision of this By-law, the Board may, in its sole discretion, waive any requirement in this By-law or may delegate such discretion to the chair of any meeting of the Shareholders.
Inconsistencies with Other By-Laws. If any provision of any other by-law of the Company now in force is inconsistent with or in conflict with any provision of this By-law, the provisions of this By-law will govern and prevail to the extent necessary to remove the inconsistency or conflict.

ENACTED by the Board of Directors of the Company as of the 10[th] day of September, 2021.

SCHEDULE C

CHARTER OF THE AUDIT COMMITTEE OF GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. (the “Company”)

Role and Mandate

The Audit Committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of the Company to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows:

to assist Board in meeting its responsibilities in respect of the preparation and disclosure of the financial statements of the Company and related matters;
to provide effective communication between directors and external auditors;
to enhance the external auditor’s independence;
to review the credibility and objectivity of financial reports; and
to strengthen the role of the outside directors by facilitating discussions between directors on the Committee, management and external auditors.

Membership of Committee

The Committee shall be comprised of at least three (3) directors of The Company, the majority of whom are not members of management of The Company and are “independent” (as such term is used in National Instrument 52-110 - Audit Committees (“ NI 52-110 ”)) in reliance of the exemptions afforded to venture issuers under NI 52110.
The Board shall have the power to appoint the Committee Chair, who shall be an unrelated director.
All of the members of the Committee shall be “financially literate”. The Board has adopted the definition for “financial literacy” used in NI 52-110.
Any members of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon as such member ceases to be a director. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings

At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chair of the meeting shall not be entitled to a second or casting vote.
The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee present shall designate from among the members present the Chair for purposes of the meeting.
A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board unless otherwise determined by the Committee or the Board.

Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken and shall be made available to the board. The Chief Financial Officer shall attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chair.
Agendas, approved by the Chair, shall be circulated to the Committee members along with background information on a timely basis prior to the Committee meetings.
The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.
The Committee shall meet with the external auditor at least quarterly (including without management present) and at such other times as the external auditor and the Committee consider appropriate.
The auditor of The Company is entitled to receive notice of every meeting of the Committee and be heard thereat.
Meetings may be held by way of telephone or video conference call.
A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee is as valid as one passed at a Committee meeting.

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.
It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to The Company’s internal control systems, including:
identifying, monitoring and mitigating business risks; and
ensuring compliance with legal, ethical and regulatory requirements.
It is a primary responsibility of the Committee to review the annual and interim financial statements of The Company and the notes thereto prior to their submission to the Board for approval. The process should include but not be limited to:
reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years’ financial statements;
reviewing significant accruals, reserves or other estimates such as the ceiling test calculation and reserves with respect to environmental matters;
reviewing accounting treatment of unusual or non-recurring transactions;
ascertaining compliance with covenants under loan agreements;
reviewing disclosure requirements for commitments and contingencies;
reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
reviewing unresolved differences between management and the external auditors; and

obtaining explanations of significant variances with comparative reporting periods.
The Committee is to review the financial statements, prospectuses, management discussion and analysis (“ MD&A ”), annual information forms (“ AIF ”), annual reports and all public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of The Company’s disclosure of all other financial information and shall periodically assess the accuracy of those procedures. The Committee shall also review the Company’s policies and procedures for making and updating disclosures on the Company’s website and shall periodically assess the adequacy and accuracy of such policies and procedures.

With respect to the appointment of external auditors by the board, the Committee shall:

ensure the auditor’s ultimate accountability to the Board and the Committee as representatives of the shareholders and as such representatives, to evaluate the performance of the auditor;
recommend to the Board the appointment of the external auditors;
recommend to the Board the terms of engagement of the external auditor, including the compensation of the auditors and a confirmation that the external auditors shall report directly to the Committee;
when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change;
review and approve any non-audit services to be provided by the external auditors’ firm and consider the impact on the independence of the auditors;
ensure that the auditor submits on a periodic basis to the Committee, a formal written statement delineating all relationships between the auditor and the Company, consistent with Canadian and other applicable auditor independence standards, and to review such statement and to actively engage in a dialogue with the auditor with respect to any undisclosed relationships or services that may impact on the objectivity and independence of the auditor, and to review the statement and dialogue with the Board and recommend to the Board appropriate action to ensure the independence of the auditor;
provide a line of communication between the auditors and the Board; and
meet with the auditors at least once per quarter without management present to allow a candid discussion regarding any concerns the auditors may have and to resolve any disagreements between the auditor and management regarding the Company’s financial reporting.
Review with external auditors (and internal auditor if one is appointed by the Company) their assessment of the internal controls of the Company, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Company and its subsidiaries.
The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve nonaudit services, provided that the member report to the Committee at the next scheduled meeting such preapproval and the member comply with such other procedures as may be established by the Committee from time to time.

The Committee shall review risk management policies and procedures of The Company (i.e. hedging, litigation and insurance).
The Committee shall establish a procedure for:
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Committee shall review and approve The Company’s hiring policies regarding employees and former employees of the present and former external auditors of the Company.
The Committee shall have the authority to investigate any financial activity of the Company. All employees of the Company are to cooperate as requested by the Committee.
The Committee shall review all related party transactions.
The Committee shall review the status of taxation matters of the Company and its major subsidiaries.
The Committee shall review the short term investment strategies respecting the cash balance of the Company.
The Committee shall conduct or undertake such other duties as may be required from time to time by any applicable regulatory authorities, including the TSXV.
The Committee may retain persons having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at the expense of the Company without any further approval of the board.

AI assistant

Xcyte Digital Corp. — AGM Information 2021

47914_rns_2021-09-21_14ad6297-0960-44f3-8836-1dd719dfb102.pdf

GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

COVID-19

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BY ORDER OF THE BOARD OF DIRECTORS

GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. INFORMATION CIRCULAR

COVID-19

SOLICITATION OF PROXIES

APPOINTMENT OF PROXIES

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

REVOCATION OF PROXIES

VOTING BY NON-REGISTERED SHAREHOLDERS

VOTING SHARES AND RECORD DATE

PRINCIPAL HOLDERS OF VOTING SHARES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

PROPOSED TRANSACTION

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

APPOINTMENT AND REMUNERATION OF AUDITOR

ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

AMENDMENTS TO THE OPTION PLAN

“RESOLVED THAT:

ELIMINATION OF THE REQUIREMENT TO COMPLETE A QUALIFYING TRANSACTION WITHIN 24 MONTHS OF LISTING DATE AND ASSOCIATED CONSEQUENCES

“RESOLVED THAT:

AMENDMENTS TO THE CPC ESCROW AGREEMENT

“RESOLVED THAT:

PERMISSION TO PAY FINDER’S FEE OR COMMISSION TO A NON-ARM’S LENGTH PARTY

“RESOLVED THAT:

CHANGE OF NAME

“RESOLVED AS A SPECIAL RESOLUTION THAT:

CONSOLIDATION OF OUTSTANDING SECURITIES

Certain Risks Associated with the Consolidation

Principal Effects of the Consolidation

Tax Effect

Notice of Consolidation and Letter of Transmittal

Non-Registered Shareholders

Fractional Shares

Percentage Shareholdings

Implementation

“RESOLVED AS A SPECIAL RESOLUTION THAT:

Approval of Advance Notice By-Law

“ RESOLVED, AS A SPECIAL RESOLUTION, THAT :

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

STATEMENT OF EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

PENSION PLAN BENEFITS

STOCK OPTION PLAN AND OTHER INCENTIVE PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

DESCRIPTION OF DIRECTOR AND NAMED NEO COMPENSATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND OFFICERS

AUDITORS

MANAGEMENT CONTRACTS

DISCLOSURES RELATING TO CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Nomination of Directors

Director Term Limits

Board’s Relations with Management

Director Compensation

Director Assessment

Director Orientation and Continuing Education

Ethical Business Conduct

DISCLOSURE RELATING TO AUDIT COMMITTEE

Audit Committee Charter and Composition

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

EXTERNAL AUDITOR SERVICES FEES

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD

SCHEDULE A

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8. NUMBER OF OPTIONED SHARES O PTIONS

(b) (i)

13. RIGHTS OF OPTIONEE PARTICIPANTS