Psygen Announces Successful Closing of Oversubscribed Convertible Debenture Financing, Sets Value at $30mm

Calgary, Alberta--(Newsfile Corp. - August 5, 2021) - Psygen Industries Ltd. ("Psygen" or the "Company") announced today that it has closed its previously announced non-brokered private placement financing (the "Offering") of unsecured convertible debentures (the "Debentures") for gross proceeds of $5.5 million. The Debentures incur interest of 8.0% per annum. The proceeds will allow Psygen to hire key employees and complete their 17,000 square foot facility, which is anticipated to be the first GMP compliant manufacturing facility dedicated to synthetic production of psychedelics when construction is completed in Q3, 2021.

As previously announced, Psygen intends to complete a reverse takeover transaction ("RTO Transaction") in conjunction with a brokered private placement offering (the "Psygen Concurrent Financing") at a price to be determined in the context of the market for gross proceeds of a minimum of $10,000,000.

The Company may redeem the Debentures upon 30 days notice to the holder, by paying the principal amount plus all accrued but unpaid interest due to the date of redemption (the "Redemption Date"). The Debentures cannot be redeemed until six months prior to the Maturity Date.

The Debentures will be automatically converted into Psygen common Shares ("Common Shares"): (i) immediately prior to the completion of the RTO Transaction at a price equal to 80% of the deemed price per share in connection with the Psygen Concurrent Financing (the "Conversion Price"); or (ii) 12 months following the issuance of the debenture certificate (the "Maturity Date"), at a price per Common Share equal to $30 million divided by the number of shares issued and outstanding at the time immediately prior to the closing of the Offering on a fully-diluted basis.

"We are very pleased with the amount of interest in Psygen's debenture financing. The oversubscribed financing strengthens our balance sheet while we prepare to complete the RTO Transaction." Said Danny Motyka, CEO of Psygen.

About Psygen

Psygen intends to be a leading provider of psychedelics for healing and wellness. Psygen will be a manufacturer of pharmaceutical-grade psychedelic drug substances for clinical research and therapeutic applications. Psygen consists of a team of industry and business experts with over 25 years of direct experience manufacturing psychedelics. Psygen is building Canada's first dedicated psychedelics manufacturing facility, which will be dedicated to the synthesis of psychedelic drugs for clinical research and approved therapeutic applications. Psygen has worked in partnership with an existing Licensed Dealer to develop manufacturing protocols for psychedelic drug products.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statements Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward looking statements or information. Forward-looking statements and information in this press release includes, but is not limited to, the completion of the RTO Transaction, and associated transactions, the Psygen Concurrent Financing, the completion of the build-out of Psygen's facility, the business plans and objectives of Psygen, and expectations for other economic, business and competitive factors and approvals of regulatory bodies. Although the Company believes that the expectations and assumptions on which the forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company cannot give any assurance that they will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the terms of the RTO Transaction, the expected terms of the Psygen Concurrent Financing, the timing and completion of the Psygen Psygen Concurrent Financing, the timing and completion of the build-out of the Facility, obtaining necessary shareholder approvals, Psygen's strategic plans and its ability to satisfy closing conditions and receive necessary approvals. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company cautions that the foregoing list of risks and uncertainties is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

For more information, please contact:

Psygen Industries Ltd.

Andreas Curkovic, Investor Relations
Telephone: 416-577-9927
Email: invest@psygen.ca

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