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Wesana Health Announces Closing of Previously Announced SANA-013 Asset Sale

CHICAGO and TORONTO, July 05, 2023 (GLOBE NEWSWIRE) — Wesana Health Holdings Inc. (“Wesana” or the “Company”) (CSE:WESA; OTCQB:WSNAF), today announced the successful closing of the sale by Wesana Health Inc. (“WHI”), a subsidiary of the Company, of WHI’s right and interest in the SANA-013 intellectual property and development related assets (the “Transaction”) pursuant to the terms of the asset purchase agreement with Lucy Scientific Discovery Inc. (NASDAQ:LSDI) (“Lucy”) dated March 20, 2023 (as subsequently amended, supplemented or otherwise modified, the “Asset Purchase Agreement”).

Transaction Details:

Pursuant to the Asset Purchase Agreement, a subsidiary of Lucy has acquired the SANA-013 intellectual property and development related assets for an aggregate consideration comprised of US$570,000 and 1,000,000 common shares of Lucy (“Lucy Parent Shares”), with the US$570,000 payment being modified to be satisfied as follows: US$300,000 in cash, which was paid at the signing of the Asset Purchase Agreement; US$178,000 in cash, payable in installments over the course of the one (1) year following the closing of the Transaction; and, at the closing, US$92,000 in assumed liabilities.

The Lucy Parent Shares will provide the Company, through WHI, economic exposure to the future growth potential associated with SANA-013 and other initiatives underway or contemplated by Lucy.

“We are thrilled to announce the sale of WHI’s drug development program, SANA-013,” said Daniel Carcillo, Wesana founder and Chief Executive Officer. “Lucy’s expertise and reach serves to amplify the program’s potential. We look forward to a brighter future for mental wellness.”

The Company plans to pay and settle outstanding liabilities of the Company with the net proceeds from the Transaction and any amounts received pursuant to the promissory note with APS Innovations LLC (with a principal balance of approximately US$1,223,989), after which the Company will not have additional material liabilities. An amendment to the Asset Purchase Agreement to reflect the above-modified payment and related matters was entered into on closing.

ON BEHALF OF THE BOARD
Daniel Carcillo, Chairman and Chief Executive Officer
Phone: 702-329-8038

About Wesana Health

Wesana was an emerging life sciences company championing the development and delivery of psychedelic and naturally-sourced therapies to treat traumatic brain injury. The Company was developing evidence-based formulations and protocols that empower patients to overcome neurological, psychological and mental health ailments caused by trauma. It discontinued its psychedelics business, disposed of the assets in 2023, and is now looking for new business opportunities.

About Lucy

Lucy Scientific Discovery Inc. (NASDAQ: LSDI) is a licensed producer of compounds for medicinal products. Holding a Controlled Drugs and Substances Dealer’s License granted by Health Canada’s Office of Controlled Substances, Lucy Scientific Discovery Inc. and its wholly-owned subsidiary, LSDI Manufacturing Inc., operate under Part J of the Food and Drug Regulations promulgated under the Food and Drugs Act (Canada). This specialized license authorizes LSDI to develop, sell, deliver, and manufacture pharmaceutical-grade active pharmaceutical ingredients (APIs) used in controlled substances and their raw material precursors. Lucy’s focus is on pioneering innovative therapies for patients in need, and through its lead candidate SANA-013, dedicated to advancing the understanding and applications of psychedelic medicine, improving mental health outcomes, and enhancing well-being for individuals worldwide.

Lucy Media Contact:
Lucas Wentworth
Lucas@NisonCo.com
NisonCo Public Relations

Lucy Investor Contact: 
Addo Investor Relations, Inc.
lucyscientific@addo.com

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward looking information”) within the meaning of applicable securities laws including under the United States Private Securities Litigation Reform Act of 1995 with respect to the Transaction, the Company and Lucy, including, but not limited to: the anticipated Transaction benefits, including the ability of Lucy to pursue further research and development related to SANA-013 and the ability of Lucy to pursue or continue the initiatives that are underway or contemplated by Lucy, the satisfaction of post-closing obligations by all applicable parties under the terms of the Transaction, and the ability of Wesana to repay its outstanding liabilities, and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, financial position, operational or financial performance or achievements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information. Forward-looking information is not a guarantee of future performance and is based upon a number of expectations and assumptions of management at the date the statements are made.

Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking information because it involves assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking information. Certain risk factors include but are not limited to the risks associated with there being no assurance as to the Company’s ability to continue as a going concern; there being no assurance that Lucy will have the requisite capital resources to pursue research and development efforts currently targeted for SANA-013; there being no assurance that Lucy will achieve the results currently targeted for SANA-013; the detrimental impact of future losses and negative cash flow from operations; requirements for additional capital; lack of product or service revenue; research and development of drugs targeting the central nervous system being particularly difficult; failure to comply with health and data protection laws and regulations; delays in pre-clinical and clinical testing resulting in delays in commercializing; inability to file investigational new drug applications or clinical trial applications to commence clinical trials in a timely manner; difficulty enrolling patients in clinical trials; competition from other biotechnology and pharmaceutical companies; violations of laws and regulations resulting in repercussions; psychedelic inspired drugs possibly never being approved as medicines; regulatory or political change; reliance on third parties to plan, conduct and monitor preclinical studies and clinical trials; requirements of commercial scale and quality manufactured drug supply; negative results from pre-clinical and clinical trials or studies of others; unfavourable publicity or consumer perception; not achieving publicly announced milestones; reliance on the capabilities and experience of key executives and scientists; disruptions due to acquisitions or collaborations; risk of product liability claims; COVID-19; litigation; conflicts of interest; limited operating history; general economic, market and business conditions and other risk factors, including those found in the Company’s management discussion and analysis for the years ended December 31, 2022 and 2021 and the Company’s annual information form dated September 3, 2021 filed on the Company’s profile on SEDAR at www.sedar.com and discussed in the Company’s other public filings, including the Company’s management information circular in respect of its annual general and special meeting of shareholders held on June 9, 2023, available on SEDAR.

Forward-looking information is provided and made as of the date of this news release and the Company does not undertake any obligation to revise or update any forward-looking information other than as required by applicable law.

The Company does not by way of this news release affirm or adopt any statements, reports or public filings related or attributed to Lucy in this news release or made by Lucy outside of this news release.

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