Xcyte Digital Corp. — AGM Information 2023

Jul 18, 2023

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

NOTICE IS 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 Onstream Media virtual platform set out below at 2:00 p.m. (Toronto time) on August 8, 2023.

The Meeting is being held for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended December 31, 2022, and the auditors’ report thereon;

2. to re‐appoint MNP LLP as the auditor of the Company for the fiscal year ending December 31, 2023 at such remuneration as may be fixed by the Board;

• to fix the number of directors to be elected at the Meeting at five;

1. to elect the board of directors of the Company (the “ Board ”), including alternative directors to be appointed upon completion of the Transaction, as defined in the management information circular of the Company dated July 12, 2023 (the " Information Circular ") accompanying this Notice, to hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal;

2. to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving (a) an amendment of the Articles of the Company (the " Articles "), and any other changes as may be required to conform with the requirements of applicable laws, including the Business Corporations Act (Ontario) (the “ OBCA ”), to redesignate the common shares of the Company as subordinate voting shares (the " SV Shares ") on a 1.25:1 basis and amend the terms of the Articles relating to such SV Shares, such that they will have the special rights, privileges, conditions and restrictions described under the heading “ Summary Share Terms ” in the Information Circular; and (b) an amendment to the Articles, and any other changes as may be required to conform with the requirements of applicable laws, including the OBCA, as applicable, to increase the authorized share capital of the Company by creating an unlimited number of a new class of multiple voting shares (the “ MV Shares ”) having the special rights and restrictions described under the heading “ Summary Share Terms ” in the Information Circular;

3. to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the change of the name of GHP Noetic Science‐Psychedelic Pharma Inc. to “Xcyte Digital Corp.” or such other name acceptable to the TSX Venture Exchange (or any other stock exchange on which the common shares of the Company are listed) and as the directors of the Company in their sole discretion determine is appropriate in connection with the Company's Qualifying Transaction, as more fully described in the Information Circular;

4. to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an amendment to Articles to consolidate the issued and outstanding Shares on the basis of a ratio of 1.25 pre‐ consolidation Shares for each post‐consolidation Share, as more fully described in the Information Circular;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested Shareholders approving the Company's omnibus incentive plan to replace the Company's existing stock option plan, as more fully described in the Information Circular; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment of the Meeting.

This year’s Meeting will be available to virtually to Shareholders, 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

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to the Company’s transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M6H 4H1, their duly completed form of proxy or voting instruction form (“ VIF ”) prior to 2:00 p.m. (Toronto time) on August 3, 2023. 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 meeting, please use one of the following:

Webcast URL: https://join.onstreammedia.com/live/31868937/080823

Dial‐in numbers: US Toll free: (866) 682‐6100

International direct: +1 (862) 298‐0702

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 June 19, 2023, 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 12[th] day of July, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Paul Barbeau Chief Executive Officer and Director

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