Calgary, Alberta–(Newsfile Corp. – March 16, 2022) – Michichi Capital Corp. (TSXV: MCCP.P) (“Michichi”), a “Capital Pool Company” under TSX Venture Exchange (the “TSXV” or the “Exchange”) Policy 2.4 (the “CPC Policy“) is pleased to provide an update further to its announcement dated August 13, 2021, regarding the proposed transaction (the “Proposed Transaction“) with PsiloTec Health Solutions Inc. (rebranded as “Zylorion“), which is intended to be Michichi’s “Qualifying Transaction” as such term is defined in the CPC Policy. Michichi and Zylorion remain committed to and continue to work towards completing the Proposed Transaction. It is anticipated that, upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV for a life sciences issuer.

Zylorion, a mental health care and psychedelic therapy focused innovator, continues to advance and execute on its strategic priorities, which in the normal course of business include periodically evaluating various financing alternatives to support the ongoing growth and development of its business. Should any such financing activity be undertaken by Zylorion prior to closing of the Proposed Transaction, the Board of Directors of both Zylorion and Michichi will jointly review same, to ensure the interests of all stakeholders are considered.

“We are supportive and pleased with Zylorion’s progress and on-going efforts, and both Michichi and Zylorion remain committed to the completion of the Proposed Transaction,” commented Mr. Elson McDougald, Chief Executive Officer, Chief Financial Officer and Director of Michichi.

“The Zylorion team continues to execute on our strategic priorities and move our business forward, and we are dedicated to working with the Board of Directors of Michichi and the regulatory authorities to continue to advance the Proposed Transaction,” commented Dr. Peter Silverstone, Chief Executive Officer and Director of Zylorion.

Trading of the common shares of Michichi will remain halted in compliance with the policies of the TSXV, subject to the successful close of the Proposed Transaction and pending the review of and the satisfaction of conditions of the Exchange for resumption of trading.

About Michichi Capital Corp.

Michichi was incorporated under the Business Corporations Act (British Columbia) on March 16, 2021, and its head office is located in Calgary, Alberta., and its registered office is located in Vancouver, B.C. The common shares of Michichi are listed for trading on the TSX-V under the stock symbol MCCP.P, and Michichi is a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba and Ontario.

About Zylorion

Zylorion is a biopharmaceutical company engaged in the development and delivery of integrated mental health therapies to address psychological and neurological mental health conditions. Zylorion is focused on the research, development and commercialization of psychedelic-based compounds coupled with therapeutic treatment programs targeting a continuum of mental health conditions, such as MDD (major depressive disorder), TRD (treatment resistant depression), PTSD (post-traumatic stress disorder), general depression, anxiety disorders, and a number of addictive tendencies. Zylorion aims to leverage leading technologies to support the scalability and accessibility of its integrated therapy programs in its mission to enable those experiencing mental health challenges to thrive. Zylorion was incorporated under the Business Corporations Act (Alberta) on December 9, 2020.

Additional information

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Upon the execution by Michichi and Zylorion of a final definitive agreement in respect of the Proposed Transaction, in accordance with the policies of the TSXV, Michichi will issue a more comprehensive press release containing additional details of such definitive agreement and the terms of the Proposed transaction. Michichi and Zylorion will also make available to the TSXV all information, including financial information, as required by the TSXV and the CPC Policy.

All information contained in this press release with respect to Michichi and Zylorion was supplied by the parties, respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction, including the structure by which the Proposed Transaction is expected to be completed.

These forward-looking statements are based on certain assumptions that Michichi has made in respect thereof as at the date of this press release regarding, among other things: Michichi; Zylorion; the Proposed Transaction; the negotiation of a definitive agreement in respect of the Proposed Transaction on satisfactory terms; the timely receipt of all required shareholder, regulatory, corporate and third party approvals, including TSXV approval, for the Proposed Transaction; and those described in Michichi’s final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com.

Although Michichi believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of Michichi and Zylorion to consummate the Proposed Transaction in a timely manner and on the necessary terms; the ability of Michichi and Zylorion to obtain all required shareholder, regulatory, corporate and third party approvals and to satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; technology and cyber security risks; natural catastrophes; and certain other risks detailed in Michichi’s final prospectus dated June 23, 2021, a copy of which is available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.

This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. Michichi does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

For further information contact:
Elson J. McDougald
CEO, Michichi Capital Corp.
p: 403-998-7595
e: [email protected]

Dr. Peter Silverstone
CEO, PsiloTec Health Solutions Inc.
p: 780-982-4001
e: [email protected]

This news 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 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.

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As the date of this press release, Michichi has not entered into a definitive agreement with PsiloTec with respect to the Proposed Transaction, and readers are cautioned that there can be no assurances that such a definitive agreement will be executed.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to United States newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/117060