Xcyte Digital Corp. — Proxy Solicitation & Information Statement 2021

Sep 21, 2021

GHP Noetic Science-Psychedelic Pharma Inc.

Form of Proxy – Annual General and Special Meeting to be held on October 12, 2021 at 11:00 a.m. (Toronto time) (the “Meeting”)

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Trader’s Bank Building 702, 67 Yonge St. Toronto, ON M5E 1J8

Event address for attendees:

https://bennettjones.webex.com/bennettjones/j.php?MTID=ma6bfe04e5c8465a1f3fcb9d948ff904d Event number: 146 931 8051 Event password: Fk3MaPnd@59

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 have their shares voted at the Meeting, Shareholders must submit their duly completed proxy forms prior to 11:00 a.m. (Toronto time) on October 7, 2021 in accordance with the instructions in this proxy.

Appointment of Proxyholder

I/We being the undersigned holder(s) of GHP Noetic Science-Psychedelic Pharma Inc. (the “ Company ”) hereby appoint Michael Franks or failing this OR person, Paul Barbeau (the “ Management Appointees ”)

Print the name of the person you are appointing if this person is someone other than the Management Nominees:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and with respect to all other matters that may properly come before the Meeting or at any adjournment thereof.

1.	Number of Directors.To set the number of directors to be elected at the Meeting at six.		ForAgainst � �
2.	Election of Directors. ForWithhold ForWithhold		ForWithhold
	a. Michael Franks � � b. Warren Wright � � c.	George	Main� �
	d. Sa’ad Shah � � e. Andrew Jolley � � f.	Paul Barbeau� �
3.	Appointment of Auditor. Appointment of MNP LLP as auditor of the Company for the ensuing authorizing the board of directors of the Company (the “Board”) to fix its remuneration.	year and	ForWithhold � �
4.	Amendments to the Option Plan. To consider and, if deemed advisable, to pass, with or without	variation,	ForAgainst
	an ordinary resolution, the full text of which is set out in the information circular in respect of the Meeting (the “Information Circular”), approving certain amendments to the Company’s stock option plan in accordance with		� �
	amendments to TSX Venture Exchange (“TSXV”) Policy 2.4 –��������������������(the “New CPC	Policy”),
	pursuant to which the total number of common shares of the Company (each, a “Share”) reserved for	issuance
	both before and after completion of a Qualifying Transaction (as defined in the New CPC Policy) is 10% of the
	issued and outstanding Shares as at the date of grant, rather than at the closing of the Company’s initial public
	offering.

	pursuant to which the total number of common shares of the Company (each, a “Share”) reserved for issuance both before and after completion of a Qualifying Transaction (as defined in the New CPC Policy) is 10% of the issued and outstanding Shares as at the date of grant, rather than at the closing of the Company’s initial public offering.
5.	Elimination of the Requirement to Complete a Qualifying Transaction within 24 months of Listing	ForAgainst
	Date and Associated Consequences.To consider and, if deemed advisable, to pass, with or without	� �
	variation, an ordinary resolution, the full text of which is set out in the Information Circular, approving, in
	accordance with the New CPC Policy, the removal of the consequences associated with the Company not
	completing a Qualifying Transaction within 24 months of its listing date.
6.	Amendments to the Escrow Agreement.To consider and, if deemed advisable, to pass, with or without	ForAgainst
	variation, an ordinary resolution, the full text of which is set out in the Information Circular, authorizing the Company to make certain amendments to the Company’s CPC escrow agreement to effect certain changes	� �
	contemplated under the New CPC Policy.
7.	Permission to Pay Finder’s Fee or Commission to a Non-Arms’ Length Party.To consider and, if	ForAgainst
	deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set out in the Information Circular, authorizing and permitting the Company to pay any finders’ fee or commission to any Non-	� �
	Arm’s Length Parties to the Company upon completion of the Qualifying Transaction, including the Proposed
	Transaction (as defined in the Information Circular) in accordance with the New CPC Policy, as further described
	in the Information Circular.
8.	Advance Notice By-Law.To consider and, if deemed advisable, to pass, with or without variation, a special	ForAgainst
	resolution, the full text of which is set out in the Information Circular, approving the adoption of By-Law No. 2, being a by-law with respect to advance notice requirements for the nomination of directors, as further described	� �
	in the Information Circular.
9.	Name Change.To consider and, if deemed advisable, to pass, with or without variation, a special	ForAgainst
	resolution, the full text of which is set out in the Information Circular, approving the change of name of the	� �
	Company in connection with the completion of the Qualifying Transaction, to such name as may be
	determined by the Board, as further described in the Information Circular
10.	Consolidation.To consider and, if deemed advisable, to pass, with or without variation, a special resolution,	ForAgainst
	the full text of which is set out in the Information Circular, approving the consolidation of the outstanding Shares on the basis of 1.137 pre-consolidation Shares for each post-consolidation Share, as further described in the	� �
	Information Circular.

Signature(s):

Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

/ /

MM / DD / YY

Interim Financial Statements – Check the box Annual Financial Statements – Check the to the right if you would like to receive interim box to the right if you would like to receive the financial statements and accompanying � Annual Financial Statements and accompanying � Management’s Discussion & Analysis by mail. See Management’s Discussion and Analysis by mail. reverse for instructions to sign up for delivery by See reverse for instructions to sign up for email. delivery by email.

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

Proxies must be received by 11:00 a.m. (Toronto time), on October 7, 2021. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a shareholder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the Management Appointees, please insert the name of your chosen proxyholder in the space provided on the reverse.

1. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed to shareholders.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted or withheld from voting in accordance with the instructions of the holder on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting and Information Circular or other matters that may properly come before the Meeting or any postponement or adjournment thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management, including the Information Circular.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING NO LATER THAN 11:00 A.M. (TORONTO TIME), ON OCTOBER 7, 2021.

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin.

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com .

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.