Mindhealth Biomed Corp. entered into a non-binding agreement to acquire Psyence Therapeutics Corp. on October 20, 2020. On December 2, 2020, MindHealth, Psyence Therapeutics and the shareholders of Psyence Therapeutics executed a definitive agreement for the purchase by MindHealth of all of the securities of Psyence Therapeutics in exchange for securities of MindHealth. The agreement proposes for MindHealth to purchase 100% of the issued and outstanding shares of Psyence, in exchange for the issuance of 18 million common shares of MindHealth, 1.8 million MindHealth options and 1.777777 million MindHealth warrants in exchange for the outstanding 22.7 million Psyence shares, contingent 2.27 million Psyence options and contingent 2.2 million Psyence warrants pursuant to the terms of a share exchange agreement. The effective exchange ratio is 1 MindHealth share for every 1.2611 Psyence Shares. This would result in 19.169813 million Resulting Issuer Shares issued to Psyence, with an implied purchase price of CAD 4.5 million. In addition, 2.27 million Psyence Options and 2.2 million Psyence Warrants are reserved for issuance prior to the closing of Psyence’s acquisition by MindHealth. These Psyence Options and Psyence Warrants will be converted into MindHealth Options and MindHealth Warrants at the same ratio of 1.2611. This will result in 1.8 million MindHealth Options and 1.744493 million MindHealth Warrants at a fair value of CAD 0.31726 million and CAD 0.247096 million, respectively. One third of these 1.8 million MindHealth Options vest 6 months from the date of issuance, one third vest 12 months from the date of issuance, and the last third vest 30 months from the date of issuance. The 1.744493 million MindHealth Warrants vest immediately upon issuance. Psyence Therapeutics will become a wholly-owned subsidiary of MindHealth. The Board of MindHealth unanimously approved the transaction. The transaction is expected to close in December 2020. Hyperion Capital Inc. acted as fairness opinion provider to MindHealth. Mindhealth Biomed Corp. completed acquisition of Psyence Therapeutics Corp. on January 15, 2021.