Published on
February 23, 2021

Core One Labs Finalizes Deal to Acquire Ketamine Infusions Centers of Texas, Entering the US Market for Psychedelic Treatments

VANCOUVER, BC / February 24, 2021 / Core One Labs Inc. (CSE:COOL)(OTC PINK:CLABF)(Frankfurt:LD62)(WKN:A2P8K3) ("Core One") a research and technology company focused in life sciences and on bringing psychedelic medicines to market through novel delivery systems and psychedelic assisted psychotherapy is pleased to announce it has entered into a definitive agreement to acquire (the "Transaction") Ketamine Infusion Centers of Texas Inc. (KICT), a US based health and wellness Ketamine Clinic. The Transaction is the first health and wellness operation for the Company in the United States.

The acquisition of KICT allows the company to establish a roster of patients in Texas for psychedelic assisted psychotherapy utilizing our novel delivery system and API grade psilocybin, upon legalization.

KICT was established to address the growing problem of depression and other mental health issues that plague society. KICT's goal is to be known as a center of excellence in the management of treatment-resistant depression. KICT strives to achieve this by providing unparalleled and individualized care based on the uniqueness of each of its patients. KICT offers Ketamine treatments to individuals suffering from depression, bipolar disorder, post-traumatic stress disorder and obsessive-compulsive disorder. KICT combines their medical expertise with their passion to help patients reach optimal levels of health and vitality through intravenous therapy services and wellness programs.

Ketamine clinics are on the cutting edge of mental health and addictions medicine and with over 100 Ketamine clinics operating in the US, its increasing use in the treatment of depression, anxiety, OCD, and PTSD, represents a significant paradigm shift.

Ketamine, a Schedule III substance under the U.S. Controlled Substances Act, is garnering significant acceptance, and is supported by a growing body of research, for its affective use in the treatment of mood disorders and addictions. In addition to Ketamine, the psychotropic compound, psilocybin, is also witnessing increased support as an alternative medicine, and various cities in the United States, including Denver, Colorado, Oakland and Santa Cruz, California, Ann Arbor, Michigan as well as Somerville, Massachusetts have decriminalized its use. In the state of Oregon, legislators have gone so far as to legalize psilocybin outright.

This rapid shift of regulations on psychedelics is very promising for the field of mental health and addictions, and the Company foresees many opportunities for growth and advancement.

A new market study by Data Bridge Market Research indicates that the legal U.S. psychedelic drug market is projected to grow at 16.3% CAGR during the period of 2020 to 2027 noting that the market is expected to reach approximately $6.8 billion by 2027, up from $2 billion in 2019. In addition, the report highlights the growing acceptance of psychedelic drugs for treating depression, along with the increasing prevalence of depression and mental disorders as significant factors driving such growth.

"I am very excited about establishing a footprint in the US through the acquisition of KICT. Their world-class team of physicians with years of experience in delivering psychedelic and wellness treatments at KICT will be a great addition to our Core One Team. We intend to collaborate with the KICT team as we move our IP and patentable psilocybin process forward with our team at Vocan. Our goal is to expand into several new locations in the US this year, where decreased regulations surrounding psychedelics have created a rapidly growing market." stated Joel Shacker CEO of the Company.

Acquisition Details

On February 18, 2021, the Company entered into a purchase agreement (the "Definitive Agreement") to acquire KICT. Pursuant to the Definitive Agreement, the Company will (i) issue 210,000 common shares of the Company (the "Consideration Shares") to the current interest holders of KICT in exchange for all of their interests in KICT (the "Transaction"). The Company also anticipates paying a finder's fee of 21,000 common shares to a third-party who introduced the Transaction to the Company (the "Finder's Shares"), as well as 2,100 common shares as an administration fee to each of two parties that provided administrative support in connection with the Transaction. The Consideration Shares are subject to a voluntary pooling arrangement, which will prevent the holders thereof from trading the shares until February 14, 2022. The Finder's Shares will be subject to a four-month hold from the date of issuance pursuant to the policies of the Canadian Securities Exchange.

Closing of the Transaction is subject to a number of conditions typical for a transaction of this nature, and readers are cautioned that completion of the Transaction cannot be completed unless such conditions are satisfied.

The Company is at arms-length from KICT and its interest holders. The Transaction will not constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.

About Core One Labs Inc.

Core One Labs Inc. is a research and technology company focused in life sciences and on bringing psychedelic medicines to market through novel delivery systems and psychedelic assisted psychotherapy. The Company has developed a patent pending thin film oral strip (the "technology") which dissolves instantly when placed in the mouth and delivers organic molecules in precise quantities to the bloodstream, maintaining excellent bioavailability. With this technology, the Company intends to further develop its IP technology to focus on delivering psychedelic molecules with an initial focus on psilocybin. Core One also holds an interest in walk-in medical clinics which maintain a database of over 200,000 patients combined. Through research and development in these clinics, including the integration of its intellectual property related to psychedelic treatments and novel drug therapies, the Company intends to work towards regulatory approval for research that advances psychedelic-derived treatments for mental health disorders.

Core One Labs Inc.

Joel Shacker
Chief Executive Officer


Cautionary Disclaimer Statement:

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to the Company's limited operating history and the need to comply with strict regulatory regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

In addition, psilocybin is currently a Schedule III drug under the Controlled Drugs and Substances Act (Canada) and it is a criminal offence to possess substances under the Controlled Drugs and Substances Act (Canada) without a prescription or authorization. Health Canada has not approved psilocybin as a drug for any indication. Core One Labs does not have any direct or indirect involvement with illegal selling, production, or distribution of psychedelic substances in jurisdictions in which it operates. While Core One Labs believes psychedelic substances can be used to treat certain medical conditions, it does not advocate for the legalization of psychedelics substances for recreational use. Core One Labs does not deal with psychedelic substances, except within laboratory and clinical trial settings conducted within approved regulatory frameworks.

SOURCE: Core One Labs Inc.