Cube Psytech Signs Letter of Intent to Acquire Translational Life Sciences and Announces Private Placement

VANCOUVER, BC / ACCESSWIRE / February 10, 2023 / Cube Psytech Holdings Inc. (the "Company" or "CUBE"), a biopharmaceutical and biotechnology company focused on the research and development of functional and psychedelic mushroom technologies for use in natural healthcare products, is pleased to announce that it has entered into a letter of intent ("LOI") to acquire Translational Life Sciences ("TLS"). TLS will join Cube Psytech Corp. and Cube Wellness Products Inc. under the umbrella of the Cube group of companies.

Under the LOI, CUBE will issue approximately 50% of its outstanding shares, warrants and options to shareholders, directors and employees of TLS in exchange for 100% of the outstanding share capital of TLS resulting in TLS acquiring one third of the share capital in CUBE. The acquisition is conditional on CUBE completing a private placement or other financing of a minimum of $2 million.

CUBE believes that the acquisition of TLS will greatly strengthen CUBE's position in the areas of psychedelic research and development. TLS is a science first company comprised of a top-notch team of scientists and technologists with R&D labs at the University of British Columbia. Highlights of TLS work in their whole drug discovery pipeline include:

• Successful profiling of over 1,000 extracted botanical compounds
• 2.5 years of brain receptor profiling data on over 200 species of mushrooms in cell culture and animals.
• Health Canada approved Dealer License that allows commercial scalability of production and product development in various psilocybin-based drugs.
• Proprietary efficacy and consistency testing protocols that insure natural functional and psychedelic products result in clinical grade standards suitable for global market.

TLS' primary focus has been, and will continue to be, the creation of intellectual property and patented psychedelic drug therapies used to help patients manage a variety of mental health issues in addition to concussions, eating disorders, obesity, and diabetes.

"As a company our mission is to create products that help people and in TLS we have found a great partner in this mission. TLS is developing technologies that will help us create and bring to market important products that truly make a difference. With this strengthened combined team we will continue to lead the field in terms of science and business development and take a huge step forward as a company," states CUBE Co-Founder and CEO Erick Factor

"TLS is excited to be joining forces with Cube Psytech. Our common mission is to translate psychedelic science from the bench to the bedside. We look forward to joining their talented team to bring best-in-class naturally derived therapeutics to market," states TLS President and Founder Dr. William Panenka.

The Company also announces that is has initiated a private placement to issue up to 16,000,000 unit for gross proceeds of $4,000,000 at a price of $0.25 per unit. Each unit is comprised of one common share of the Company and one-half warrant. Each full warrant will have an exercise price of $0.40 per share and will expire three years after issue date. Proceeds from the private placement will be used for working capital purposes to fund operations, continue development on its property in Ontario, and to pursue a listing on a public exchange.

On Behalf of The Board of Directors
Erick Factor
Chief Executive Officer

About CUBE PSYTECH HOLDINGS INC.

Cube Psytech Holdings Inc. is a Canadian bio-pharmaceutical and biotechnology company focused on the use of psilocybin to improve health issues such as mental illness, PTSD, addiction disorders, cancer, and depression. The company is comprised of a best of class sciences and executive leadership team with access to bio-pharmaceutical patents.

Contact: Erick Factor
Investor Relations: investors@cubepsytech.com

About TRANSLATIONAL LIFE SCIENCES

Translational Life Sciences (TLS) is a Canadian company focused on developing and commercializing novel restricted substance based Natural Health Products for high-value clinical applications. We have significant experience with the clinical applications of psychoactive compounds and a well-developed platform to mine natural substance libraries for therapeutic benefit. Our Clinical and research team is composed of physicians and scientists who are recognized thought leaders in the fields of Plant Medicine, Drug Discovery, Neurology, Metabolics, Pharmacology, and Addictions.

Transaction Conditions

The proposed transaction is subject to a number of conditions, including: (i) execution of definitive agreements; (ii) CUBE obtaining equity financing in the amount of $2,000,000.00 on terms satisfactory to it; (iii) final approval of the boards of directors of each of CUBE and TLS; (iv) receipt of shareholder approval and/or the execution of the definitive agreements from the TLS shareholders; (v) the completion of satisfactory due diligence by CUBE and TLS; and (vi) no material adverse changes having occurred in respect of CUBE or TLS.

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable securities laws relating to statements regarding the Company's business, products and future of the Company's business with respect to the proposed transaction statements regarding its completion and the satisfaction of the conditions thereto; the anticipated benefits of the proposed transaction; the ability of TLS and CUBE to develop science based products; the ability of TLS to the create intellectual property and patent psychedelic drug therapies used to help patients manage concussions, eating disorders, obesity, and diabetes; the ability of TLS and CUBE to bring best-in-class therapeutics to market;. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company's products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The statements in this news release are made as of the date of this release

SOURCE: Cube Psytech Holdings Inc.

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