Diamond Therapeutics Inc. signed of a letter of intent to acquire GHP Noetic Science-Psychedelic Pharma Inc. (TSXV:PSYF.P) for CAD 50.8 million in a reverse merger transaction on February 2, 2021. Prior to the Closing, it is expected that the issued and outstanding GHP Shares will be consolidated on the basis of one post-Consolidation GHP Share for each 2.2727 pre-Consolidation GHP Shares. As contemplated in the LOI, at the Closing, GHP will issue approximately 88.96 million GHP Shares to the holders of Diamond common shares, on the basis of 4.2221 post-Consolidation GHP Shares.

Prior to the Closing, GHP or Diamond is expected to undertake a private placement of subscription receipts to raise minimum gross proceeds of CAD 2 million on terms to be determined. Following the Closing, the Resulting Issuer will change its name to “Diamond Therapeutics Inc.” or such other name as may be determined by GHP and Diamond and continue the business of Diamond. It is anticipated that, at the Closing, all current officers and directors of GHP will resign and be replaced by nominees of Diamond, which are expected to include: Judith Blumstock,Chief Executive Officer and Director, William Hilson, Executive Chair, Richard Boadway, Lead Independent Director and Peter Pekos, Director.

Completion of the Transaction will be subject to various conditions, including: the parties entering into the Definitive Agreement; the parties obtaining all required directors' shareholders', regulatory and third-party consents for the Transaction, including the conditional approval of the Exchange; completion of the Private Placement, completion of the Consolidation; and compliance with applicable listing requirements of the Exchange.