Xcyte Digital Corp. — Proxy Solicitation & Information Statement 2023

Jul 18, 2023

GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC.

(the "Company")

FORM OF PROXY ("PROXY")

Annual and Special Meeting August 8, 2023 at 2:00 p.m. (Toronto Time) Virtually - https://join.onstreammedia.com/live/31868937/080823 (the "Meeting")

RECORD DATE: June 19, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: August 3, 2023 at 2:00 p.m. (Toronto Time)

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1

The undersigned hereby appoints Paul Barbeau, whom failing Warren Wright (the "Management Nominees"), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
1. Number of Directors	FOR AGAINST	5. Share Reorganization	FOR	AGAINST
To Set the Number of Directors at 5.		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
2. Current Slate (until closing of proposed QT):	FOR WITHHOLD	applicable laws, including the Business Corporations Act (Ontario) (the "OBCA"), to
a) Warren Wright		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
b) Sa'ad Shah		SV Shares, such that they will have the special rights, privileges, conditions and restrictions described under the heading "Summary Share Terms" in the Information
c) George Main		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
d) Andrew Jolley		applicable, to increase the authorized share capital of the Company by creating an unlimited number of a new class of multiple voting shares having the special rights
e) Paul Barbeau		and restrictions described under the heading "Summary Share Terms" in the Information Circular
3. Slate (following closing of the proposed QT):	FOR WITHHOLD	6. Name Change	FOR	AGAINST
a) Randy Selman		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
b) Alan Saperstein		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
c) Michele Middlemore		Company are listed) and as the directors of the Company in their sole discretion determine is appropriate.
d) Paul Barbeau		7. Consolidation of Outstanding Securities	FOR	AGAINST
e) David Adler		To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an amendment to the Company's articles to consolidate the
4. Appointment of Auditor	FOR WITHHOLD	issued and outstanding common shares in the capital of the Company (each, a "Share") on the basis of a ratio of 1.25 pre-consolidation Shares for each post
Appointment of MNP LLP as auditor of the Company until the earlier of the next annual general meeting of the Shareholdres or until its successor is appointed,		consolidation Share, as more fully described in the Information Circular. 8. Adoption of Omnibus Incentive Plan	FOR	AGAINST
and authorizing the board of directors of the Company to fix its remuneration.		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

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

described in the Information Circular.

Proxy Voting – Guidelines and Conditions

• 1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
• 1. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
• 1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
• 1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
• 1. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a security holder of the Company.
• 1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
• 1. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
• 1. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
• 1. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit

https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

Click on, "Register" and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

Interim Financial Statements with MD&A

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. 2023