Xcyte Digital Announces Closing of Qualifying Transaction and Concurrent Financing
*NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES*
*TORONTO, ON / ACCESSWIRE / November 9, 2023 /* *XCYTE DIGITAL CORP.* (the "*Company*") (formerly GHP Noetic Science-Psychedelic Pharma Inc.) announces the completion of its previously announced acquisition (the "*Transaction*") of all of the issued and outstanding securities of Xcyte Digital Corp. ("*Xcyte Florida*"), an event technology aggregation and development company. The Transaction constituted the Company's Qualifying Transaction (as such term is defined in Policy 2.4-Capital Pool Companies of the TSX Venture Exchange (the "*TSXV*")) and resulted in a reverse takeover of the Company by Xcyte Florida.
In connection with the closing of the Transaction (the "*Closing*"), the Company:
· completed an oversubscribed private placement (the "*Concurrent Financing*") for aggregate gross proceeds of CAD$4.4 million;
· changed its name from "GHP Noetic Science-Psychedelic Pharma Inc." to "Xcyte Digital Corp.";
· consolidated its common shares on the basis of 1.25 pre-consolidation shares for each post-consolidation share and re-designated the common shares as "subordinate voting shares" (each, an "*SV Share*");
· created a class of multiple voting shares (each, an "*MV Share*"), with each issued MV Share convertible into 10,000 SV Shares (subject to adjustment in certain circumstances) and entitled to vote on an as-converted basis with the SV Shares, such that each MV Share will carry 10,000 votes at any meeting of the shareholders of the Company; and
· appointed Randy Selman, Alan Saperstein, Nelson Lamb, James Hayes-Jones, Sabrina George and Michelle Daniels as officers of the Company and Randy Selman, Alan Saperstein, Michele Middlemore and David Adler as directors of the Company, all as further described in this news release and in the Company's filing statement dated October 31, 2023 (the "*Filing Statement*") with respect to the Transaction.
The SV Shares are expected to resume trading on the TSXV under the symbol "XCYT" effective as of market open on November 15, 2023. Upon resumption of trading, the Company will be listed as a Tier 2 Technology Issuer on the TSXV. The MV Shares will not be listed on any stock exchange.
"Xcyte provides a suite of virtual and immersive event technologies and services under one subscription at a cost at what we believe is well below those offered by single platform providers," said Xcyte CEO Randy Selman. "The broad adoption of our unique services, including by many Fortune 100 companies over the years, has led us to be in a position where our assets generate meaningful and growing revenue. The closing of this capital raise and our subsequent TSXV listing is the next step of many growth stages management has planned for the Company. We'd like to thank our newest investors for their support, and we look forward to providing future updates as we continue to execute our business plan."
"We are pleased to conclude our Qualifying Transaction and financing, particularly given current challenging market conditions, and look forward to following the continued development and anticipated success of Xcyte's business in this dynamic space", said Paul Barbeau, former CEO and remaining director of the Company,
*Closing of the Qualifying Transaction*
At the Closing, GHP acquired all of the issued and outstanding securities of Xcyte Florida from Onstream Media Corporation ("*Onstream*") and James Hayes-Jones ("*Hayes-Jones*") in exchange for the issuance to Onstream of 5,680 MV Shares and the issuance to Hayes-Jones of 1,000,000 SV Shares. The Company also issued an aggregate of 1,200,000 SV Shares in satisfaction of certain payment obligations of Xcyte Florida to a third party service provider and 200,000 to a related party for services. After giving effect to the completion of the Transaction and the Concurrent Financing, there are 10,999,999SV Shares and 7,327 MV Shares issued and outstanding on an undiluted basis (84,269,999 SV Shares assuming conversion of all MV Shares into SV Shares), with approximately 11.3% of the SV Shares (68.8% on an as-converted basis assuming conversion of all MV Shares) held by insiders.
*New Board of Directors and Management Team*
In connection with the Closing, the Company welcomes a new board of directors and management team. The Company will be led by Randy Selman, who has been appointed Chief Executive Officer and a director. In addition, Mr. Selman, Alan Saperstein, Michele Middlemore and David Adler have been appointed as new directors of the Company. Paul Barbeau, the Chief Executive Officer of the Company prior to the Closing, will continue to serve as a director.
The Company has also appointed Alan Saperstein as Chief Operating Officer and Corporate Secretary, Nelson Lamb as Chief Financial Officer, James Hayes-Jones as President of Event Technologies, Sabrina George as Chief Marketing Officer and Michelle Daniels as Chief Administrative Officer. Sa'ad Shah, Warren Wright, Andrew Jolley and George Main have resigned as directors and officers of the Company and the Company thanks them for their service in bringing the Company to the completion of its Qualifying Transaction.
*Closing of Concurrent Financing*
Immediately prior to the Closing, the Company completed its previously announced non-brokered private placement (the "*Concurrent Financing*"), pursuant to which it sold an aggregate of: (i) 600,000 units (each, an "*SV Unit*") at a price of CAD$0.25 per SV Unit for aggregate gross proceeds of CAD$150,000, and (b) 1,647 units (each, an "*MV Unit*"), at a price of US$1,900 per MV Unit for aggregate gross proceeds of US$3,129,300 (approximately CAD$C$4,317,000 based on the Bank of Canada's USD to CAD exchange rate on November 8, 2023), resulting in combined aggregate gross proceeds of approximately CAD$4.467 million.
Each SV Unit was comprised of one SV Share and one-half of one warrant (each whole warrant, a "*Warrant*"), with each Warrant exercisable into one SV Share at a price of CAD$0.50 per SV Share until November 9, 2026, and each MV Unit was comprised of one MV Share and 5,000 Warrants, with each Warrant exercisable into one SV Share at a price of CAD$0.50 per SV Share until November 9, 2026.
All securities issued in connection with the Concurrent Financing are subject to a statutory hold period of four months and one day, expiring March 10, 2023, and such other hold periods as are required under applicable securities laws.
The proceeds of the Concurrent Financing will be used primarily to partially repay amounts owing by Xcyte Florida in respect of the acquisition of certain assets from Onstream prior to the Closing, for fees for accounting, legal, broker and consulting services in regards to the Transaction, and for general working capital purposes.
*Stock Option Grants*
In connection with the Closing, the Company granted an aggregate of 6,433,333 stock options in accordance with the Company's omnibus equity incentive plan dated July 12, 2023 (the "*Omnibus Plan*") to certain directors, officers and consultants of the Company, as further described in the Filing Statement, each of which is exercisable into one SV Share at a price of CAD$0.25 per SV Share for a period of 10 years from the date of grant.
*Investor Relations and Market-Making Agreements*
Xcyte Florida entered into a capital markets advisory agreement dated May 24, 2023 (the "*Sophic Agreement*") with Sophic Capital Inc. ("*Sophic*"), a Toronto-based capital markets advisory and investor relations firm, pursuant to which, among other things, Sophic has agreed to provide certain investor relations services to the Company in accordance with TSXV Policy 3.4 - Investor Relations, Promotional and Market-Making Activities for a term of 12 months following the Closing, which will automatically renew for successive six month terms unless terminated by either party. Compensation payable to Sophic is CAD$8,000 per month for the first six months, and CAD$9,000 per month thereafter. Pursuant to the Sophic Agreement, the Company also granted Sophic 600,000 stock options (the "*Sophic Options*"), in accordance with the Omnibus Plan, each of which is exercisable into one SV Share at a price of $0.25 per SV Share until the earlier of 12 months following the date that Sophic ceases to be a service provider to the Company and five years following the date of grant. One-quarter of the Sophic Options will vest every three months over the course of the 12 month period following the date of grant. Other than as described above, no compensation is payable to Sophic under the Sophic Agreement. Sophic, Xcyte Florida and the Company are unrelated and unaffiliated entities and, as of the date hereof and as at the time of the execution of the Sophic Agreement, neither Sophic nor its principals had any interest, directly or indirectly, in any securities of the Company, other than the Sophic Options.
Xcyte Florida is also party to an issuer trading services agreement dated May 25, 2023 (the "*GIACP Agreement*") with Generation IACP Inc. ("*GIACP*"), pursuant to which GIACP has agreed to provide trading services for the purposes of contributing to market liquidity for the SV Shares in Canada for a term of six months following the Closing, which will be automatically renewed for subsequent six-month terms unless terminated by the Company on at least 30 days' notice. The Company will pay GIACP a monthly fee of CAD$7,500, which will increase by 3% on each anniversary of the GIACP Agreement. No stock options are being granted and no compensation is payable to GIACP under the GIACP Agreement other than as stated above. GIACP and the Company are unrelated and unaffiliated entities and, as of the date hereof and as at the time of execution of the GIACP Agreement, neither GIACP nor its principals had an interest, directly or indirectly, in any securities of the Company. GIACP will be responsible for the costs it incurs in buying and selling SV Shares, and no third party will be providing funds or securities for its market-making activities. GIACP, established in 1998, is a Toronto-based, independently owned, investment dealer providing innovative solutions for institutional, corporate and individual clients in Canada and abroad.
See the Filing Statement, available under the Company's profile on SEDAR+ at www.sedarplus.ca and news releases dated November 2, 2023, July 19, 2023 and June 22, 2023 for additional information regarding, among other things, Xcyte Florida, the business to be carried on by the Company and the material terms of the Transaction.
No securities of the Company (including, for greater certainty, the SV Shares or MV Shares) have been or will be registered under the United States Securities Act of 1933, as amended (the "*1933 Act*"), or the securities laws of any state, district or commonwealth of the United States (as defined in Regulation S under the 1933 Act). Accordingly, these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of any "U.S. Person" (as defined in Regulation S under the 1933 Act), absent an exemption from the registration requirements of 1933 Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any jurisdiction where such offer or sale would be unlawful, or for the account or benefit of any U.S. Person or person within the United States
*About the Company*
Prior to the Closing, the Company was a Capital Pool Company (as defined in the policies of the TSXV) and was led by Paul Barbeau (CEO) and Warren Wright (Chief Financial Officer). Accordingly, its principal business activity was to identify and evaluate opportunities to acquire assets or a business.
Following the Closing, the Company's primary business is the business carried on by Xcyte Florida, being event technology aggregation and development and the provision of technology and support services to clients in order to facilitate virtual and hybrid events.
For further information, please contact:
*Xcyte Digital Corp. *
Randy Selman, Chief Executive Officer and Director
Phone: (647) 777 7501
Nikhil Thadani, Sophic Capital
Phone: (647) 777 7501
*NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.*
*Cautionary Note Regarding Forward-Looking Statements*
This news release includes certain "forward-looking statements" under applicable Canadian securities laws. Forward-looking statements are statements other than statements of historical fact that can be identified by phrases such as "expects", "anticipates", "intends", "aims", "plans" and "believes", and are based on management's expectations, estimates and projections as at the date of this news release. Forward-looking statements in this news release include statements with respect to the business to be carried on by the Company, expected growth of the Company, the expected timing of resumption of trading of the SV Shares on the TSXV, and the expected use of proceeds of the Concurrent Financing. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: failure to obtain final Exchange approval; general business, economic, competitive, political and social uncertainties; the results of continued development, marketing and sales; and other factors beyond the control of the Company. There can be no assurance that such statements will prove to be accurate. Accordingly, readers should not place undue reliance on such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
*SOURCE:* Xcyte Digital Corp.
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