Newscope Capital Corporation Announces Definitive Agreement with PharmaTher Inc.

TORONTO, June 04, 2020 (GLOBE NEWSWIRE) -- Newscope Capital Corporation (“Newscope” or the “Company”) announces that it has entered into an arm’s length share exchange agreement dated June 3, 2020 (the “Agreement”) with PharmaTher Inc. (“PharmaTher”), a specialty pharmaceutical company focused on repurposing psychedelic-derived drugs with artificial intelligence.

Pursuant to the Agreement, Newscope will acquire all of the issued and outstanding common shares in the capital of PharmaTher in exchange for the issuance of an aggregate of 45,740,000 common shares in the capital of Newscope (the “Consideration Shares”) at a price of $0.10 per Consideration Share for an aggregate purchase price of $4,574,000. In addition, the Company will issue an aggregate of 915,200 warrants (the “Consideration Warrants”) in exchange for the currently issued and outstanding warrants of PharmaTher. Each Consideration Warrant will entitle the holder thereof to acquire one common share in the capital of Newscope at an exercise price of $0.05 for a period of 24 months from the original date of issuance.

In addition, Newscope also announces that it intends to complete a non-brokered private placement of up to 10,000,000 common shares of the Company, at a price of $0.10 per share, for aggregate gross proceeds of a minimum of $500,000 and a maximum of $1,000,000.  The proceeds of the private placement will be used to fund the business of the resulting issuer.

Pursuant to the Agreement, Newscope and PharmaTher will jointly prepare, and Newscope will file, a non-offering prospectus in connection with Newscope’s application for listing on the Canadian Securities Exchange (CSE).

About Newscope Capital Corporation

Newscope Capital Corporation is a company incorporated under the laws of British Columbia seeking to enter the psychedelic space. The agreement to acquire PharmaTher Inc. represents the first major transaction for Newscope. The Company intends to prepare and file a non-offering prospectus to qualify its shares for listing on the CSE during the third quarter of 2020.

About PharmaTher Inc.

PharmaTher Inc. is a specialty pharmaceutical company focused on repurposing psychedelic-derived drugs with artificial intelligence. PharmaTher’s drug repurposing artificial intelligence platform, PanaceAI, combines multilayered processes for integrating millions of data points and performing machine learning to discover new uses of psychedelic-based drugs. PanaceAI serves as PharmaTher’s product pipeline engine for psychedelic-derived drugs and it will unlock partnership opportunities with biotechnology and pharmaceutical companies seeking to expand their product pipeline. PharmaTher has filed provisional patents for PanaceAI and certain neurological disorders.  Currently, PharmaTher’s product pipeline targets neurological indications, such as traumatic brain injury, migraines and rare pediatric disorders, which all come with attractive U.S. Food and Drug Administration regulatory incentives for expedited approvals, such as orphan drug, fast track and breakthrough designations.

For more information regarding Newscope, please contact:

Edward Ierfino
Chief Executive Officer
Newscope Capital Corporation
Tel: 514-562-1374
Email: eierfino@gmail.com

For more information regarding PharmaTher, please contact:

Fabio Chianelli
Chief Executive Officer
PharmaTher Inc.
Tel: 647-405-6380
Email: fabioc@pharmather.com

Forward-Looking Information Disclaimer

This press release contains certain forward-looking information and statements that reflect the current view and/or expectations of management the Company based on information currently available to them with respect to performance, business and future events, including, but not limited to, express or implied statements and assumptions regarding the parties' mutual intention to complete the transactions contemplated in the Agreement and regarding the terms and conditions relating thereto. The use of any of the words "may", "could", "would", "might", "intend", "plan", "expect", "believe", "contemplate", "anticipate", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and statements and are based on current expectations, beliefs, and assumptions. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which are difficult to predict, such that actual future results and outcomes may differ materially therefrom. Accordingly, the reader should not place undue reliance on forward-looking statements and information in this press release, which are qualified in their entirety by this cautionary statement.

The forward-looking statements in this news release are made as of the date of this release. Newscope disclaims any intention or obligation to update or revise such information, except as required by applicable law.