Xcyte Digital Corp. — Capital/Financing Update 2020

Aug 14, 2020

Form 51-102F3

MATERIAL CHANGE REPORT

1.

Name and Address of Company

GHP Noetic Science-Psychedelic Pharma Inc. (the “ Corporation ”) 18 Lumley Avenue Toronto, ON M4G 2X5

2. Date of Material Change

August 11, 2020

3. News Release

A news release with respect to the material change was disseminated by the Corporation on August 11, 2020, through GlobeNewswire and subsequently filed on SEDAR.

4.

Summary of Material Change

The Corporation completed its initial public offering (the “ Offering ”) of 5,000,000 common shares in the capital of the Corporation (the “ Common Shares ”) at a purchase price of $0.20 per Common Share by way of a prospectus for gross proceeds of $1,000,000.

5.1 Full Description of Material Change

The Corporation completed the Offering of 5,000,000 Common Shares at a purchase price of $0.20 per Common Share by way of a prospectus for gross proceeds of $1,000,000.

Echelon Wealth Partners Inc. (the “ Agent ”) acted as agent in connection with the Offering. For its services, the Agent received a corporate finance fee of $10,000, a cash commission equal to 10% of the gross proceeds of the Offering as well as warrants to purchase up to 500,000 Common Shares at an exercise price of $0.20 per Common Share, exercisable on or before August 11, 2022.

In addition, the Corporation granted an aggregate of 1,000,000 stock options to its directors and officers at an exercise price of $0.20 per share, exercisable on or before August 11, 2025.

The Common Shares were admitted for trading on the TSX Venture Exchange and will be trading under the symbol “PSYF.P”.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Michael Franks, Chief Executive Officer (647) 949-2663.

9. Date of Report

August 14, 2020.