Xcyte Digital Corp. — Capital/Financing Update 2023

Nov 10, 2023

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of the parties to the transaction

Xcyte Digital Corp. (formerly, GHP Noetic Science Psychedelic Pharma Inc.) (the " Company ")

Xcyte Digital Corp. (" Xcyte Florida ")

Onstream Media Corp. (" Onstream ")

James Hayes-Jones (" Hayes-Jones ", together with Onstream, the " Vendors ")

2. Description of the transaction

On November 9, 2023, the Company completed its previously announced qualifying transaction (the " Transaction ") with Xcyte Florida pursuant to which the Company acquired all of the issued and outstanding securities of Xcyte Florida from the Vendors in exchange for the issuance of 5,680 MV Shares (as defined below) to Onstream and 1,000,000 SV Shares (as defined below) to Hayes-Jones.

In connection with the closing of the Transaction, the Company:

• completed a private placement for aggregate gross proceeds of CAD$4.4 million;

• changed its name from "GHP Noetic Science-Psychedelic Pharma Inc." to "Xcyte Digital Corp.";

• consolidated its common shares on the basis of 1.25 pre-consolidation shares for each post-consolidation share and re-designated the common shares as "subordinate voting shares" (each, an " SV Share ");

• created a class of multiple voting shares (each, an " MV Share "), with each issued MV Share convertible into 10,000 SV Shares (subject to adjustment in certain circumstances) and entitled to vote on an as-converted basis with the SV Shares, such that each MV Share will carry 10,000 votes at any meeting of the shareholders of the Company; and

• appointed Randy Selman, Alan Saperstein, Nelson Lamb, James Hayes-Jones, Sabrina George and Michelle Daniels as officers of the Company and Randy Selman, Alan Saperstein, Michele Middlemore and David Adler as directors of the Company,

The Company has received conditional approval of the listing of the SV Shares on TSX Venture Exchange under the symbol "XCYT". The CUSIP and ISIN numbers for the SV Shares are 983989104 and CA9839891046, respectively. The Company will remain a reporting issuer in Ontario, British Columbia and Alberta and will carry on the business of Xcyte Florida.

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The Transaction was completed in the manner described in the Issuer's filing statement filed with the TSX Venture Exchange and available under the Issuer's profile on SEDAR+ at www.sedarplus.ca.

3. Effective date of the transaction

November 9, 2023.

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

Xcyte Digital Corp. is the continuing entity.

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

In connection with the closing of the Transaction, the Company changed its year-end from December 31 to September 30. The first year-end subsequent to the Transaction is September 30, 2024.

6. Periods, including comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer's first financial year after the transaction

The Company's filing statement in respect of the Transaction included:

• Audited annual financial statements of the Company for the fiscal years ended December 31, 2022 and December 31, 2021;

• Amended and restated unaudited condensed interim financial statements of the Company for the three and six months ended June 30, 2023 and 2022;

• Audited combined carve-out financial statements of Xcyte Florida & Affiliates for the fiscal years ended September 30, 2022 and 2021;

• Unaudited combined carve-out financials for Xcyte Florida & Affiliates for the three and nine months ended June 30, 2023 and 2022; and

• Pro Forma Financial Statements of the Company following completion of the Transaction for the period ended June 30, 2023.

As a reporting issuer, for the period from closing of the Transaction and for its first financial year following the closing of the Transaction, the Company will file:

• consolidated audited financial statements for the financial year ended September 30, 2023;

• consolidated unaudited interim financial statements for the three months ended December 31, 2023;

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• consolidated unaudited interim financial statements for the six months ended March 31, 2024; and

• consolidated unaudited interim financial statements for the nine months ended June 30, 2024.

7. Documents filed under National Instrument 51-102 – Continuous Disclosure Obligations that describe the transaction and where those documents can be found in electronic format

The following documents can be found under the Company's profile on SEDAR+ at www.sedarplus.ca:

• Amended and restated definitive agreement dated June 15, 2023, among the Company, Xcyte and the Vendors

• Filing statement of the Company dated October 31, 2023;

• Articles of Amendment reflecting the Name Change and Capital Alteration; and

• News release dated November 9, 2023.

8. Date of Report

November 9, 2023.